1 November Final Revised Litigation Lingo - Objection My Lord

1
OBJECTION MY LORD
“Legal Practice Demystified”
LITIGATION LINGO
OBJECTION MY LORD: LEGAL PRACTICE DEMYSTIFIED
© 2022 ISAAC CHRISTOPHER LUBOGO
The right of Isaac Christopher Lubogo to be identified as the author of this book has been asserted
by him in accordance with the Copy right and Neighboring Rights Act, 2006
All rights reserved. No part of this publication may be reproduced or transmitted in whole or in part
in any form or by any means, electronic or mechanical, including photocopy, recording or any
information storage and retrieval system, without permission in writing from the author. First
Edition 2022
First Edition 2022

ISBN: 97899704457776
First published in Uganda by:

Jescho Publishing House
A member of Jescho Group Ltd
Maria’s Galleria, Level 3 Room 17,
Luwum Street,
Kampala (U), East Africa.
Tel: +256 393 256 545, +256 782 395 293
+256 702 055 211, +256 752 055 211
E-mail: jeschogroupltd@gmail.com
Website: www.jeschogroupltd.co.ug
View this author’s profile at (https://www.lubogo.org)
3
ISAAC CHRISTOPHER LUBOGO
DEDICATION
To the Lord Who Breathes Life and Spirit on Me … Be My Guide Oh

Lord of The Entire Universe.
“….Daniel was preferred above the presidents and princes, because an

excellent spirit was in him, and the king thought to set him over the
whole realm”
Daniel Chapter six, verse three
iv
OBJECTION MY LORD
Vox Populi, Vox Dei (Latin, 'the voice of the people

is the voice of God')
Salus populi suprema lex esto (Latin: "The health (welfare, good, salvation, felicity) of the
people should be the supreme law", "Let the good (or safety) of the people be the supreme (or
highest) law", or "The welfare of the people shall be the supreme law") is a maxim or principle
found in Cicero's De Legibus (book III, part III, sub. VIII).
v
ACKNOWLEDGEMENT
Great thanks to Doya, whose materials have inspired me to abridge this

tome into a formidable book. I offer distinctive recognition and thanks to
my team of researchers whose tireless effort in gathering and adding up
material has contributed to this great manuscript. Blessings upon you.
vi
OBJECTION MY LORD
Contents
DEDICATION .......................................................................................................................................... IV
ACKNOWLEDGEMENT .........................................................................................................................V
AFFIDAVIT OF NO CREDITORS ................................................................................................................... 2

ACKNOWLEDGMENT ....................................................................................................................................... 3
AFFIDAVIT OF NO LIEN ................................................................................................................................... 4
ACKNOWLEDGMENT ....................................................................................................................................... 6
AFFIDAVIT .............................................................................................................................................................. 7
ACKNOWLEDGMENT ....................................................................................................................................... 8
ESTOPPEL AFFIDAVIT OF MORTGAGOR ............................................................................................... 9
ACKNOWLEDGMENT ..................................................................................................................................... 12
OBJECT: APOLOGY FOR ACCOUNTING ERRORS AND PAST DUE NOTICE ..................... 13
OBJECT: APOLOGY FOR NOT CREDITING PAYMENT .................................................................. 15
OBJECT: APOLOGY TO CUSTOMER FOR ACCOUNTING ERRORS ........................................ 16
OBJECT: APPROBATION OF FINANCING APPLICATION ............................................................ 17
OBJECT: APPROVAL OF NEW CREDIT ACCOUNT .......................................................................... 18
OBJECT: AUTHORITY TO RELEASE CREDIT-RELATED INFORMATION ........................... 19
BUSINESS CREDIT APPLICATION ............................................................................................................ 20
OBJECT: CHARGE ACCOUNT LIMIT RAISE ........................................................................................ 23
CHARGE ACCOUNT TERMS AND CONDITIONS ............................................................................ 24
OBJECT: CHRISTAMS CREDIT EXTENSION ....................................................................................... 26
OBJECT: COMPANY CREDIT ACCOUNT APPROVAL .................................................................... 27
OBJECT: CREDIT ACCOUNT DENIAL FOR UNFAVORABLE REPORT .................................. 28
OBJECT: CREDIT ACCOUNT DENIAL .................................................................................................... 29
CONSUMER CREDIT APPLICATION....................................................................................................... 31
OBJECT: CREDIT EXTENSION TO PAST DUE PREFERRED CUSTOMER .............................. 34
OBJECT: CREDIT INFORMATION ............................................................................................................ 35
OBJECT: CREDIT INFORMATION REQUEST ...................................................................................... 36
CREDIT MEMO ................................................................................................................................................... 37
OBJECT: CREDIT REFERENCE REQUEST ............................................................................................. 39
OBJECT: CHARGE CARD APPROVAL ..................................................................................................... 40
vii
OBJECT: DENIAL OF CREDIT...................................................................................................................... 42

OBJECT: CHARGE ACCOUNT DENIAL ................................................................................................. 43
OBJECT: REQUEST ON CREDIT INFORMATION ............................................................................. 44
OBJECT: NOTICE OF C.O.D. TERMS ........................................................................................................ 45
OBJECT: CREDIT LIMIT INCREASE ......................................................................................................... 46
OBJECT: NOTICE OF CREDIT LIMIT ...................................................................................................... 47
OBJECT: NOTICE TO CORRECT CREDIT ............................................................................................ 49
OBJECT: NOTICE TO STOP CREDIT CHARGE................................................................................... 51
OBJECT: OPENING NEW CREDIT ACCOUNT .................................................................................... 52
OBJECT: REFUND FOR RETURNED MERCHANDISE .................................................................... 53
OBJECT: REFUND OF DUPLICATE PAYMENT ................................................................................... 54
OBJECT: REPLY TO REQUEST ABOUT CREDIT REJECTION ...................................................... 55
OBJECT: REQUEST FOR CREDIT INFORMATION ........................................................................... 56
OBJECT: DEMAND OF REFUND OF DUPLICATE PAYMENT ...................................................... 57
OBJECT: NEW RESTRICTIONS ON CREDIT ........................................................................................ 58
OBJECT: WITHDRAWAL OF CREDIT ON PAST DUE ACCOUNT ............................................. 60
ADVERTISING AGENCY AGREEMENT .................................................................................................. 61
AMENDMENT TO SALES CONTRACT ................................................................................................... 68
BILL OF SALE........................................................................................................................................................ 70
BILL OF SALE – WITH ENCUMBRANCES .............................................................................................. 71
BULK SALE AGREEMENT .............................................................................................................................. 72
OBJECT: BULK SALES NOTICE ................................................................................................................... 74
CHECKLIST FOR PARTNERSHIP AGREEMENT ................................................................................ 75
COMMITMENT FORM ................................................................................................................................... 78
CONDITIONAL SALE AGREEMENT ........................................................................................................ 79
CONTRACT FOR THE MANUFACTURE AND SALES OF GOODS ............................................ 81
CONTRACT FOR THE SALE OF GOODS ................................................................................................ 83
DISTRIBUTION AGREEMENT .................................................................................................................... 85
OBJECT: LETTER OF UNDERSTANDING REGARDING TERMS OF PROPOSED
CONTRACT ......................................................................................................................................................... 95
PARTNERSHIP AGREEMENT ..................................................................................................................... 96
PARTNERSHIP DISSOLUTION AGREEMENT ................................................................................... 104
SALES AGENCY AGREEMENT ................................................................................................................... 107
OBJECT: TERMINATION OF DISTRIBUTION AGREEMENT .................................................... 115
AGREEMENT TO ASSIGN ............................................................................................................................ 116
ASSIGNMENT OF A CLAIM FOR DAMAGES ...................................................................................... 117
ASSIGNMENT OF ASSETS ............................................................................................................................ 118
ASSIGNMENT OF CONTRACT ................................................................................................................. 119
ASSIGNMENT OF LIEN ................................................................................................................................. 121
viii
OBJECTION MY LORD
ASSIGNMENT..................................................................................................................................................... 122
OBJECT: NOTICE OF ASSIGNMENT ....................................................................................................... 123
OBJECT: AUTHORIZATION TO DEBIT ACCOUNT ....................................................................... 124
OBJECT: REQUEST CONFIRMATION THAT BANK HAS NO INTEREST IN SPECIFIC
EQUIPMENT ....................................................................................................................................................... 126
OBJECT: ADDITIONAL SIGNING OFFICER - REQUESTING SIGNING PAPERS ................ 127
OBJECT: REMOVAL OF SIGNING OFFICER FOR ACCOUNT [NUMBER] ............................ 128
OBJECT: PRE-AUTHORIZED PAYMENT, VARYING AMOUNT ................................................ 129
OBJECT: PRE-AUTHORIZED PAYMENT, SPECIFIC AMOUNT .................................................. 131
OBJECT: REQUEST APOLOGY FOR FAILING TO HONOUR CHEQUE.................................. 133
OBJECT: REQUEST BANK TO CLOSE ACCOUNT ............................................................................ 134
OBJECT: REQUEST BANK TO PLACE STOP-PAYMENT ON CHEQUE ................................... 135
OBJECT: REQUEST BANK TO WIRE FUNDS ....................................................................................... 136
OBJECT: REQUEST DEFERRAL OF INTEREST PAYMENT ........................................................... 137
OBJECT: REQUEST DELAY IN PROVIDING FINANCIAL STATEMENT ................................ 138
OBJECT: REQUEST PERMANENT INCREASE IN CREDIT LIMIT ............................................ 139
OBJECT: REQUEST PROPOSAL FOR CREDIT FACILITY .............................................................. 140
OBJECT: REQUEST RELEASE OF PERSONAL GUARANTEE ....................................................... 141
OBJECT: REQUEST FOR COPY OF CREDIT RATING REPORT ................................................. 142
OBJECT: TERMINATION OF FUTURE OBLIGATIONS UNDER CONTINUING
GUARANTEE ...................................................................................................................................................... 143
WIRE TRANSFER INSTRUCTIONS ......................................................................................................... 144
OBJECT: CERTIFICATE OF CORPORATE RESOLUTION ............................................................ 145
OBJECT: CERTIFICATE OF CORPORATE VOTE .............................................................................. 146
OBJECT: HOLIDAY LETTER TO STOCKHOLDERS ......................................................................... 147
OBJECT: NOTICE OF MEETING OF DIRECTORS............................................................................. 148
MEETING MINUTES ....................................................................................................................................... 149
MINUTES OF MEETING OF DIRECTORS ............................................................................................. 150
WAIVER OF NOTICE, FIRST MEETING OF THE BOARD OF DIRECTORS .......................... 151
MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS ............................................ 152
MINUTES OF SPECIAL MEETING OF DIRECTORS ......................................................................... 156
MINUTES OF [SPECIAL / REGULAR] MEETING OF DIRECTORS ............................................ 157
WAIVER OF NOTICE, ORGANIZATION MEETING OF INCORPORATORS ....................... 159
MINUTES OF ORGANIZATION MEETING OF INCORPORATORS ........................................ 160
MINUTES OF [ANNUAL / SPECIAL] MEETING OF SHAREHOLDERS.................................... 162
IRREVOCABLE PROXY ................................................................................................................................. 164
REVOCABLE PROXY....................................................................................................................................... 166
ix
REVOCATION OF PROXY ........................................................................................................................... 167

RESOLUTIONS AND RESIGNATIONS .................................................................................................. 168
OBJECT: RESIGNATION OF DIRECTORSHIP ................................................................................... 170
OBJECT: RESIGNATION OF OFFICE ...................................................................................................... 171
SHAREHOLDERS RESOLUTION.............................................................................................................. 172
ARTICLES OF INCORPORATION ........................................................................................................... 174
ACKNOWLEDGMENT .................................................................................................................................. 177
BY-LAWS OF [CORPORATION] ................................................................................................................ 178
CERTIFICATION OF BY-LAWS .................................................................................................................. 200
CERTIFICATE OF INCORPORATION OF [NAME].......................................................................... 201
PRE-INCORPORATION AGREEMENT ................................................................................................. 203
PRE-INCORPORATION DESIGNATION OF DIRECTORS ........................................................... 205
SHAREHOLDERS AGREEMENT .............................................................................................................. 207
CONSENT OF SPOUSE ................................................................................................................................... 220
NUMBER____..................................................................................................................................................... 222
BUYING AND SELLING OF SHARES ....................................................................................................... 224
AGREEMENT TO SELL BUSINESS ............................................................................................................ 230
AGREEMENT OF PURCHASE AND SALE OF SHARES BY ANOTHER STOCKHOLDER
OR BY THE CORPORATION ...................................................................................................................... 233
AGREEMENT OF PURCHASE AND SALE OF SHARES ................................................................... 244
ASSIGNMENT OF SHARES .......................................................................................................................... 251
BILL OF SALE...................................................................................................................................................... 252
CHECKLIST FOR EVALUATION TO BUY A BUSINESS .................................................................. 254
CHECKLIST FOR SALE OF A BUSINESS................................................................................................. 255
CHECKLIST FOR BUY/SELL AGREEMENTS ....................................................................................... 259
LEGENDS FOR STOCK CERTIFICATES ................................................................................................ 262
OBJECT: COMPANY CREDIT ACCOUNT APPROVAL.................................................................. 265
OPTION TO ACQUIRE SHARES FROM A SHAREHOLDER ........................................................ 269
OPTION TO BUY AGREEMENT ................................................................................................................ 273
OBJECT: PROPOSAL TO PURCHASE [NAME OF BUSINESS] ...................................................... 274
RIGHT OF FIRST REFUSAL AGREEMENT ......................................................................................... 275
STOCK AGREEMENT .................................................................................................................................... 282
STOCK OPTION AGREEMENT ................................................................................................................. 288
STOCK PURCHASE AGREEMENT .......................................................................................................... 303
EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE............................................... 306
STOCK SUBSCRIPTION AGREEMENT.................................................................................................. 307
INSTRUCTIONS FOR SUBSCRIPTIONS. .............................................................................................. 317
x
OBJECTION MY LORD
ALL INFORMATION REQUESTED MUST BE COMPLETEDSTOCK SUBSCRIPTION

AGREEMENT...................................................................................................................................................... 318
CONFIDENTIAL STATEMENT OF INVESTOR SUITABILITY..................................................... 326
SIGNATURE PAGE (FOR INDIVIDUALS) .............................................................................................. 332
SIGNATURE PAGE (FOR NON-INDIVIDUALS) ................................................................................. 334
RIGHT OF FIRST REFUSAL AGREEMENT ........................................................................................... 336
CONSENT OF SPOUSE.................................................................................................................................... 343
TRANSFER OF STOCK AGREEMENT ..................................................................................................... 344
COMPENSATION AND BENEFITS ........................................................................................................... 345
CHECKLIST FOR HANDLING WORKERS’ COMPENSATION CLAIMS................................. 345
CHECKLIST FOR COLLECTING INFORMATION FOR A CLAIM ............................................ 347
WARNING SIGNALS OF WORKERS’ COMPENSATION FRAUD ............................................... 351
PROFIT-SHARING PLAN FOR SELF-EMPLOYED INDIVIDUALS .............................................. 354
PROFIT-SHARING PLAN FOR SELF-EMPLOYED .............................................................................. 359
SIMPLIFIED EMPLOYEE PENSION PLAN .............................................................................................. 397
SIMPLIFIED EMPLOYEE PENSION PLAN .............................................................................................. 400
STOCK OPTION AGREEMENT.................................................................................................................. 414
[YEAR] STOCK OPTION AND INCENTIVE PLAN ............................................................................ 430
[YEAR] STOCK OPTION AND INCENTIVE PLAN ............................................................................ 433
STOCK OPTION AGREEMENT.................................................................................................................. 458
CONFIDENTIALITY AGREEMENTS ....................................................................................................... 476
AUTHOR/PUBLISHER NON-DISCLOSURE AGREEMENT .......................................................... 476
CONFIDENTIALITY AGREEMENT ......................................................................................................... 478
CUSTOMER CONFIDENTIALITY AGREEMENT .............................................................................. 495
NON-DISCLOSURE AGREEMENT BETWEEN [DISCLOSING PARTY] AND [RECEIVING
PARTY] .................................................................................................................................................................. 496
VISITOR’S NONDISCLOSURE AGREEMENT ..................................................................................... 499
CONTRACTS AND CONSULTANTS ...................................................................................................... 501
ACKNOWLEDGMENT OF INDEPENDENT CONTRACTOR ...................................................... 501
AGREEMENT BETWEEN OWNER AND CONTRACTOR ............................................................. 503
AGREEMENT FOR PROFESSIONAL SERVICES.................................................................................. 506
AGREEMENT FOR WORK CHANGE ...................................................................................................... 514
AGREEMENT WITH ACCOUNTANT .................................................................................................... 515
BACKGROUND CHECK PERMISSION .................................................................................................. 518
xi
CHECKLIST FOR OUTSOURCING AGREEMENTS ......................................................................... 520

CHECKLIST TEMPORARY HELP AGENCY SCREENING ............................................................. 527
CONFIDENTIALITY AND INVENTION AGREEMENT ................................................................. 540
CONSULTANT NON-DISCLOSURE AGREEMENT ......................................................................... 553
CONSULTING AGREEMENT ..................................................................................................................... 556
THIS CONSULTING AGREEMENT (THE "AGREEMENT") IS MADE AND EFFECTIVE
THIS [DATE], ...................................................................................................................................................... 556
BUSINESS CONSULTANT AGREEMENT ............................................................................................. 571
EMPLOYMENT AGENCY AGREEMENT ............................................................................................... 574
EXTENDED DATE FOR PERFORMANCE ............................................................................................ 582
INDEPENDENT CONTRACTOR AGREEMENT ............................................................................... 583
OBJECT: REQUEST FOR CONTRACTOR REFERENCES .............................................................. 591
SUBCONTRACT AGREEMENT ................................................................................................................ 592
CREDIT AND COLLECTION ..................................................................................................................... 595
COLLECTION .................................................................................................................................................... 595
AGREEMENT ON DISPUTED ACCOUNT ............................................................................................ 595
AGREEMENT TO EXTEND DEBT PAYMENT .................................................................................... 597
ASSIGNMENT OF ACCOUNTS RECEIVABLE .................................................................................... 598
ASSIGNMENT OF ACCOUNTS RECEIVABLE .................................................................................... 599
OBJECT: CANCELLATION OF CREDIT LINE .................................................................................... 600
CHECKLIST FOR ACTIONS TO IMPROVE COLLECTION OF ACCOUNTS ....................... 601
OBJECT: COLLECTION FOLLOW-UP ON RELEASE OF PENDING ORDER ........................ 602
OBJECT: COLLECTION INSTRUCTIONS TO LAWYERS.............................................................. 603
OBJECT: FINAL DEMAND FOR PAYMENT BEFORE SENDING TO AGENCY .................... 604
OBJECT: WE OFFER ADDITIONAL DISCOUNT ............................................................................... 605
OBJECT: REQUESTING CONTACT & PROPOSAL .......................................................................... 606
OBJECT: FINAL DEMAND FOR PAYMENT – CERTIFIED MAIL ............................................... 607
OBJECT: ENCLOSED STATEMENT ......................................................................................................... 608
OBJECT: COLLECTION LETTER ............................................................................................................. 609
SEPTEMBER 13, 2022 ....................................................................................................................................... 610
OBJECT: UNPAID BALANCE DUE TO CLERICAL ERRORS ....................................................... 610
OBJECT: FINAL DEMAND FOR PAYMENT – CERTIFIED MAIL ............................................... 611
OBJECT: COLLECTION DEMAND LETTER ....................................................................................... 613
OBJECT: FOLLOW-UP COLLECTION LETTER ................................................................................. 614
OBJECT: COURTESY REMINDER OF LATE PAYMENT ................................................................ 615
OBJECT: REFERRAL TO AGENCY ........................................................................................................... 616
OBJECT: CONVERSION OF OPEN ACCOUNT TO C.O.D. ........................................................... 617
OBJECT: DELIVERIES HELD UNTIL PAST DUE BALANCE PAID ............................................. 618
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OBJECTION MY LORD
OBJECT: DEMAND FOR PAYMENT ON GUARANTEE .................................................................. 619

OBJECT: DEMAND THAT FUTURE PAYMENTS BE BY CERTIFIED CHECK ...................... 621
OBJECT: DEMAND TO ENDORSERS FOR IMMEDIATE PAYMENT ........................................ 622
OBJECT: DEMAND TO PAY PROMISSORY NOTE ............................................................................ 623
OBJECT: DENIAL OF REQUEST FOR ADDITIONAL DISCOUNT ............................................. 625
OBJECT: DENIAL OF REQUEST FOR QUARTERLY BILLING ..................................................... 627
OBJECT: REFUSAL TO EXTEND TIME ON PAYMENT OF INVOICE ....................................... 628
OBJECT: [%] DISCOUNT OPTION ON PREPAYMENT ................................................................... 629
DISPUTED ACCOUNT SETTLEMENT ................................................................................................... 630
OBJECT: DISPUTED BALANCE NOTICE .............................................................................................. 631
OBJECT: GRANT OF REQUEST FOR EXTENSION OF TIME ....................................................... 632
OBJECT: INSTALLMENT PAYMENT ACKNOWLEDGMENT ..................................................... 633
OBJECT: INSTALLMENT PAYMENT ARRANGEMENT ................................................................ 634
ADMISSION AND ACCEPTANCE............................................................................................................. 635
OBJECT: AGREEMENT ON REPAYMENT SCHEDULE................................................................... 635
OBJECT: 10 DAY NOTICE BEFORE COLLECTION ON DELINQUENT ACCOUNT ......... 637
OBJECT: APOLOGY FOR ACCOUNTING ERRORS AND PAST DUE NOTICE ................... 638
OBJECT: APOLOGY FOR NOT CREDITING PAYMENT ................................................................ 640
OBJECT: APOLOGY TO CUSTOMER FOR ACCOUNTING ERRORS ...................................... 641
OBJECT: APPROBATION OF FINANCING APPLICATION .......................................................... 642
OBJECT: APPROVAL OF NEW CREDIT ACCOUNT ........................................................................ 643
OBJECT: AUTHORITY TO RELEASE CREDIT-RELATED INFORMATION ......................... 644
OBJECT: CHARGE ACCOUNT LIMIT RAISE ...................................................................................... 647
CHARGE ACCOUNT TERMS AND CONDITIONS .......................................................................... 648
ZIP/POSTAL CODE OBJECT: CHRISTAMS CREDIT EXTENSION............................................ 650
OBJECT: COMPANY CREDIT ACCOUNT APPROVAL .................................................................. 651
OBJECT: CREDIT ACCOUNT DENIAL FOR UNFAVORABLE REPORT ................................ 652
OBJECT: CREDIT ACCOUNT DENIAL .................................................................................................. 653
CONSUMER CREDIT APPLICATION..................................................................................................... 654
OBJECT: CREDIT EXTENSION TO PAST DUE PREFERRED CUSTOMER ............................ 657
OBJECT: CREDIT INFORMATION REQUEST .................................................................................... 659
CREDIT MEMO ................................................................................................................................................. 660
OBJECT: CREDIT REFERENCE REQUEST ........................................................................................... 662
OBJECT: CHARGE CARD APPROVAL ................................................................................................... 663
OBJECT: DENIAL OF CREDIT .................................................................................................................... 664
OBJECT: CHARGE ACCOUNT DENIAL ................................................................................................ 665
OBJECT: REQUEST ON CREDIT INFORMATION............................................................................ 666
xiii
OBJECT: NOTICE OF C.O.D. TERMS ...................................................................................................... 667

OBJECT: CREDIT LIMIT INCREASE ....................................................................................................... 668
OBJECT: NOTICE OF CREDIT LIMIT .................................................................................................... 669
OBJECT: NOTICE TO CORRECT CREDIT .......................................................................................... 670
OBJECT: NOTICE TO STOP CREDIT CHARGE................................................................................. 671
OBJECT: OPENING NEW CREDIT ACCOUNT .................................................................................. 672
OBJECT: REFUND FOR RETURNED MERCHANDISE .................................................................. 673
OBJECT: REFUND OF DUPLICATE PAYMENT ................................................................................. 674
OBJECT: REPLY TO REQUEST ABOUT CREDIT REJECTION .................................................... 675
OBJECT: REQUEST FOR CREDIT INFORMATION ......................................................................... 676
OBJECT: DEMAND OF REFUND OF DUPLICATE PAYMENT .................................................... 677
OBJECT: NEW RESTRICTIONS ON CREDIT ...................................................................................... 678
OBJECT: WITHDRAWAL OF CREDIT ON PAST DUE ACCOUNT ........................................... 679
EMPLOYEE RECORDS. .................................................................................................................................. 680
ELECTRONIC FUNDS TRANSFER AUTHORIZATION ................................................................ 682
EMPLOYEE EMERGENCY NOTIFICATION FORM ......................................................................... 684
EMPLOYMENT REFERENCE RELEASE ................................................................................................. 686
PAYROLL DEDUCTION AUTHORIZATION ..................................................................................... 688
SEPARATION AND RELEASE AGREEMENT ...................................................................................... 690
TUITION APPROVAL FOR REFUND REQUEST ............................................................................... 692
FORMATION OF A COMPANY: ARTICLES OF ASSOCIATION ................................................. 694
ARTICLES OF INCORPORATION ........................................................................................................... 697
ACKNOWLEDGMENT .................................................................................................................................. 701
ARTICLES OF INCORPORATION, NOT FOR PROFIT CORPORATION.............................. 702
ASSIGNMENT OF SHARES .......................................................................................................................... 706
BY-LAWS OF [CORPORATION] ................................................................................................................ 707
CERTIFICATION OF BY-LAWS .................................................................................................................. 732
BY-LAWS OF [NOT FOR PROFIT CORPORATION] ........................................................................ 734
CERTIFICATE OF INCORPORATION OF [NAME].......................................................................... 741
AFFIDAVIT OF LOST STOCK CERTIFICATE...................................................................................... 744
PRE-INCORPORATION AGREEMENT ................................................................................................. 746
SHAREHOLDERS AGREEMENT .............................................................................................................. 753
A SAMPLE OF COMPANY RESOLUTIONS. .......................................................................................... 770
RESOLUTION OF BOARD ALLOTING SHARES ............................................................................... 772
BOARD RESOLUTION .................................................................................................................................. 774
A SAMPLE OF BILL OF SALE ....................................................................................................................... 776
xiv
OBJECTION MY LORD
A SAMPLE OF A BILL OF SALE WITH ENCUMBRANCES. ............................................................. 778

A CONTRACT FOR MANUFACTURE AND SELL OF GOODS. ................................................... 780
PARTNERSHIP AGREEMENT .................................................................................................................... 783
OBJECT: TERMINATION OF DISTRIBUTION AGREEMENT ..................................................... 806
ASSIGNMENT OF A CLAIM FOR DAMAGES ....................................................................................... 807
ASSIGNMENT OF ASSETS ............................................................................................................................. 811
ASSIGNMENT..................................................................................................................................................... 815
OBJECT: NOTICE OF ASSIGNMENT ....................................................................................................... 817
BUYING AND SELLING OF SHARES........................................................................................................ 818
AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS ............................................... 818
AGREEMENT OF PURCHASE AND SALE OF SHARES BY ANOTHER STOCKHOLDER
OR BY THE CORPORATION ...................................................................................................................... 826
OBJECT: COMPANY CREDIT ACCOUNT APPROVAL .................................................................. 839
OPTION TO ACQUIRE SHARES FROM A SHAREHOLDER ........................................................ 843
OBJECT: PROPOSAL TO PURCHASE [NAME OF BUSINESS]....................................................... 848
BOARD RESOLUTION ADOPTED ON [DATE] .................................................................................. 849
ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE ........................................................ 851
ASSIGNMENT OF SHARES ........................................................................................................................... 853
OBJECT: RESIGNATION OF DIRECTORSHIP .................................................................................... 855
OBJECT: RESIGNATION OF OFFICE ....................................................................................................... 856
SHAREHOLDERS RESOLUTION .............................................................................................................. 857
CERTIFICATES AND NOTICES. ................................................................................................................ 859
OBJECT: CERTIFICATE OF CORPORATE RESOLUTION ............................................................ 859
OBJECT: CERTIFICATE OF CORPORATE VOTE .............................................................................. 861
COMPANY MEETINGS MEETING MINUTES...................................................................................... 865
MINUTES OF MEETING OF DIRECTORS ............................................................................................. 867
WAIVER OF NOTICE FIRST MEETING OF THE BOARD OF DIRECTORS ........................... 868
MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS ............................................ 869
MINUTES OF SPECIAL MEETING OF DIRECTORS ......................................................................... 873
MINUTES OF [SPECIAL / REGULAR] MEETING OF DIRECTORS ............................................ 875
WAIVER OF NOTICE ...................................................................................................................................... 877
xv
ORGANIZATION MEETING OF INCORPORATORS ..................................................................... 877

MINUTES OF ORGANIZATION MEETING OF INCORPORATORS ........................................ 878
IRREVOCABLE PROXY ................................................................................................................................. 883
REVOCABLE PROXY ...................................................................................................................................... 885
REVOCATION OF PROXY ........................................................................................................................... 887
AFFIDAVITS ........................................................................................................................................................ 888
ACKNOWLEDGMENT .................................................................................................................................. 890
ESTOPPEL AFFIDAVIT OF MORTGAGOR ........................................................................................... 891
ACKNOWLEDGMENT .................................................................................................................................. 894
AFFIDAVIT OF NO CREDITORS .............................................................................................................. 895
ACKNOWLEDGMENT .................................................................................................................................. 896
AFFIDAVIT OF NO LIEN ............................................................................................................................... 897
ACKNOWLEDGMENT .................................................................................................................................. 899
ADVERTISING AGENCY AGREEMENT ................................................................................................ 900
AMENDMENT TO SALES CONTRACT ................................................................................................. 908
BILL OF SALE...................................................................................................................................................... 911
A SAMPLE OF A BILL OF SALE WITH ENCUMBRANCES. ............................................................ 913
BILL OF SALE – WITH ENCUMBRANCES ............................................................................................ 913
BULK SALE AGREEMENT ............................................................................................................................ 915
OBJECT: BULK SALES NOTICE ................................................................................................................. 917
CHECKLIST PARTNERSHIP AGREEMENT ........................................................................................ 918
COMMITMENT FORM ................................................................................................................................. 921
CONDITIONAL SALE AGREEMENT ...................................................................................................... 923
CONTRACT FOR THE MANUFACTURE ............................................................................................ 925
AND SALES OF GOODS ................................................................................................................................. 925
CONTRACT FOR THE SALE OF GOODS .............................................................................................. 928
DISTRIBUTION AGREEMENT .................................................................................................................. 931
PARTNERSHIP AGREEMENT ................................................................................................................... 943
OBJECT: TERMINATION OF DISTRIBUTION AGREEMENT .................................................... 965
ASSIGNMENT OF A CLAIM FOR DAMAGES ...................................................................................... 968
ASSIGNMENT OF LIEN ................................................................................................................................. 973
ASSIGNMENT .................................................................................................................................................... 974
OBJECT: NOTICE OF ASSIGNMENT ...................................................................................................... 976
THE EMPLOYMENT ....................................................................................................................................... 977
................................................................................................................................................................................... 977
xvi
OBJECTION MY LORD
NATURE OF EMPLOYMENT....................................................................................................................... 977

EMPLOYMENT AT WILL POLICY ........................................................................................................... 1013
GENERAL SAFETY POLICY ........................................................................................................................ 1017
GENERAL SAFETY RULES .......................................................................................................................... 1019
GRIEVANCE POLICY .................................................................................................................................... 1023
JURY DUTY POLICY ...................................................................................................................................... 1024
MILITARY LEAVE POLICY ......................................................................................................................... 1025
ON-DISCRIMINATION POLICY STATEMENT ............................................................................... 1027
OVERTIME POLICY GUIDANCE ............................................................................................................ 1029
PAID TIME OFF POLICY .............................................................................................................................. 1037
PERSONAL LEAVE POLICY ....................................................................................................................... 1040
OBJECT: POLICY LETTER ON VEHICLE EXPENSE REIMBURSEMENT ............................. 1041
[YOUR COMPANY'S] PRIVACY IN THE WORKPLACE POLICY .............................................. 1042
POLYGRAPH CONSENT ............................................................................................................................. 1043
POST-EMPLOYMENT REFERENCE POLICY...................................................................................... 1044
PREGNANCY/MATERNITY LEAVE POLICY..................................................................................... 1045
PROGRESSIVE DISCIPLINE POLICY ..................................................................................................... 1047
PROHIBITED ACTIVITIES (STANDARDS OF CONDUCT) ........................................................ 1052
SALES COMMISSION POLICY................................................................................................................... 1055
SEXUAL HARASSMENT POLICY ............................................................................................................ 1056
SICK LEAVE POLICY ..................................................................................................................................... 1059
[YOUR COMPANY NAME]'S SMOKING POLICY ............................................................................. 1061
STATEMENT AND POLICY PROHIBITING ILLEGAL DISCRIMINATION AND
HARASSMENT ................................................................................................................................................. 1062
TELECOMMUTING POLICY ..................................................................................................................... 1064
THIRD PARTY CONFIDENTIAL AND PROPRIETARY INFORMATION ............................ 1066
TIME OFF TO VOTE ...................................................................................................................................... 1072
VACATION POLICY ...................................................................................................................................... 1073
GENERAL WORK RULES ............................................................................................................................ 1075
POLICY ON AIDS ............................................................................................................................................ 1076
VIOLENCE IN THE WORKPLACE PREVENTION POLICY ......................................................... 1079
ACKNOWLEDGMENT OF OBLIGATIONS ......................................................................................... 1082
AUTHORIZATION, WAIVER AND RELEASE OF LIABILITY FOR CONSUMER CREDIT
REPORT .............................................................................................................................................................. 1086
BACKGROUND CHECK PERMISSION ................................................................................................ 1087
CHECKLIST OF EMPLOYMENT AGREEMENT................................................................................ 1089
CHECKLIST FOR EMPLOYMENT AGREEMENTS .......................................................................... 1095
xvii
COMMISSION SALES AGREEMENT ..................................................................................................... 1098

CONFIDENTIALITY AND INVENTION AGREEMENT ............................................................... 1102
OBJECT: EMPLOYMENT AGREEMENT ATTACHED................................................................... 1113
OBJECT: FAIR CREDIT ACT DISCLOSURE NOTICE ................................................................... 1114
DRUG TESTING CONSENT AGREEMENT ....................................................................................... 1115
EMPLOYEE AUTHORSHIP CERTIFICATE ........................................................................................ 1116
EMPLOYEE NON-COMPETE AGREEMENT ...................................................................................... 1119
EMPLOYEE NON-DISCLOSURE AGREEMENT ............................................................................... 1122
EMPLOYEE PROPRIETARY RIGHTS ACKNOWLEDGEMENT ................................................ 1125
EMPLOYMENT AGREEMENT – TECHNICAL EMPLOYEE ........................................................ 1128
EMPLOYMENT AGREEMENT – AT WILL EMPLOYEE ................................................................. 1136
EMPLOYMENT AGREEMENT FOR AN EXECUTIVE.................................................................... 1145
GENERAL EMPLOYMENT AGREEMENT .......................................................................................... 1160
EMPLOYMENT AGREEMENT FOR KEY EMPLOYEE .................................................................... 1166
APPLICANT INFORMATION RELEASE .............................................................................................. 1170
OBJECT: LETTER TO NEW EMPLOYER OF [NAME OF FORMER EMPLOYEE] – NON-
DISCLOSURE ................................................................................................................................................... 1171
NON-DISCLOSURE AND NON-COMPETE AGREEMENT ......................................................... 1172
PHYSICAL EXAMINATION CONSENT AGREEMENT ................................................................ 1176
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT ........... 1178
SCHEDULE A ............................................................................................................................................... 1182
EMPLOYEE'S DISCLOSURE ....................................................................................................................... 1183
SCHEDULE B ................................................................................................................................................ 1185
TERMINATION CERTIFICATE CONCERNINGTHE COMPANY PROPRIETARY
INFORMATION .............................................................................................................................................. 1185
EMPLOYEE RESTRICTIVE COVENANTS ........................................................................................... 1186
SALES REPRESENTATIVE AGREEMENT ........................................................................................... 1190
APPLICANT APPRAISAL FORM ............................................................................................................. 1192
APPLICANT APPRAISAL FORM ............................................................................................................. 1195
COMPLETE THE FOLLOWING AFTER INTERVIEWING ALL APPLICANTS: .................. 1196
CHECKLIST 19 STRATEGIES FOR HIRING THE BEST ................................................................ 1199
CHECKLIST FOR EMPLOYMENT AGREEMENTS ......................................................................... 1200
CHECKLIST:HIRING EMPLOYEES ........................................................................................................ 1203
CHECKLIST: HOME BASED WORKER ................................................................................................ 1204
NEW EMPLOYEE ORIENTATION CHECKLIST............................................................................... 1205
PRE-EMPLOYMENT CHECKLIST........................................................................................................... 1208
CHECKLIST :ROUTINE MANAGERIAL/SUPERVISORY DUTIES .......................................... 1209
OBJECT: DRIVING RECORD CHECK .................................................................................................. 1211
xviii
OBJECTION MY LORD
OBJECT: REFERENCE FOR [APPLICANT] – [SOCIAL SECURITY NUMBER] [OR OTHER

ID INFO] .............................................................................................................................................................. 1212
EMPLOYMENT APPLICATION FORM ................................................................................................. 1214
EMPLOYMENT CONTRACT WORKSHEET ...................................................................................... 1222
JOB ANALYSIS .................................................................................................................................................. 1228
JOB DESCRIPTION FORM .......................................................................................................................... 1229
JOB DESCRIPTION ........................................................................................................................................ 1234
SUPERVISORY RESPONSIBILITIES ........................................................................................................ 1236
POSITION REQUEST FORM ...................................................................................................................... 1238
CONTINGENT WORKER WORKSHEET ............................................................................................. 1240
DELEGATION WORKSHEET .................................................................................................................... 1242
JOB REQUIREMENTS WORKSHEET ..................................................................................................... 1243
ROUTINE CLERICAL RESPONSIBILITIES WORKSHEET ........................................................... 1247
OBJECT: APPOINTMENT FOR EMPLOYMENT INTERVIEW AND TESTING ................... 1249
CONFIDENTIAL DISCLOSURE AGREEMENT ................................................................................. 1250
JOB APPLICANT INTERVIEW SCRIPT ................................................................................................. 1252
KNOWLEDGE WORKER INTERVIEW QUESTIONNAIRE .......................................................... 1256
PRE-INTERVIEW QUESTIONNAIRE..................................................................................................... 1259
DESIRED ANSWERS TO PRE-INTERVIEW QUESTIONNAIRE TRUE/FALSE QUESTIONS
................................................................................................................................................................................. 1261
QUESTIONS TO AVOID DURING AN INTERVIEW ....................................................................... 1261
NOTICE OF JOB OPENING ........................................................................................................................ 1265
OBJECT: LETTER NOTICE OF JOB OPENING .................................................................................. 1266
OBJECT: CONFIRMATION OF AN OFFER OF EMPLOYMENT ................................................ 1267
OBJECT: LETTER TO CONFIRM EMPLOYMENT ........................................................................... 1270
OBJECT: NEW EMPLOYEE WELCOME LETTER .............................................................................. 1271
OBJECT: DECLINE TO INTERVIEW ...................................................................................................... 1272
OBJECT: POST INTERVIEW LETTER .................................................................................................... 1273
OBJECT: RECENT JOB APPLICATION ................................................................................................. 1274
OBJECT: RECENT JOB APPLICATION ................................................................................................. 1275
OBJECT: APPLICATION ACKNOWLEDGMENT ............................................................................. 1276
OBJECT: PERSONAL REFERENCE FOR [APPLICANT] – [SOCIAL SECURITY NUMBER]
................................................................................................................................................................................. 1277
OBJECT: RECEIPT OF RESUME ............................................................................................................... 1279
OBJECT: REFERENCE CHECK FOR [APPLICANT NAME] – [SOCIAL SECURITY
NUMBER] ........................................................................................................................................................... 1280
EMPLOYMENT REFERENCE PHONE SCRIPT ................................................................................. 1282
xix
REFERENCE CHECK CONTROL FORM ............................................................................................ 1283

EMPLOYMENT REFERENCES CHECKED:......................................................................................... 1285
OBJECT: REFERENCE ON QUALIFICATIONS ................................................................................. 1287
EMPLOYEE REFERENCE REQUEST ...................................................................................................... 1288
OBJECT: THANK YOU TO APPLICANT FOR TESTING .............................................................. 1290
LEASING AND REAL ESTATE ASSIGNMENTS ................................................................................ 1291
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR ....................................... 1291
ASSIGNMENT OF MORTGAGE............................................................................................................... 1293
ACKNOWLEDGMENT ................................................................................................................................ 1294
ASSIGNMENT OF REAL ESTATE ............................................................................................................ 1295
CONTRACT AND SALE AGREEMENT ............................................................................................... 1295
EXHIBIT A ..................................................................................................................................................... 1297
REAL ESTATE PURCHASE AND SALE AGREEMENT .................................................................. 1297
ASSIGNMENT OF REAL ESTATE CONTRACT ............................................................................... 1297
ASSIGNMENT OF RENTS BY LESSOR .................................................................................................. 1299
ASSIGNMENT OF SUBLEASE .................................................................................................................... 1302
CONTRACTS, AGREEMENTS AND CHECKLISTS ........................................................................ 1305
ADDENDUM TO REAL ESTATE LEASE .............................................................................................. 1305
ADDENDUM TO RENT AGREEMENT ................................................................................................ 1310
AGREEMENT FOR PERMISSION TO SUBLET .................................................................................. 1312
AGREEMENT TO CANCEL LEASE ........................................................................................................ 1314
AGREEMENT TO LEASE ............................................................................................................................. 1316
AGREEMENT TO RESCIND CONTRACT OF SALE....................................................................... 1318
AMENDMENT TO LEASE........................................................................................................................... 1320
APPLICATION FOR ZONING VARIANCE......................................................................................... 1322
ASSIGNMENT OF LEASE ............................................................................................................................ 1324
EXHIBIT A ..................................................................................................................................................... 1328
[DESCRIPTION OF PREMISES] ................................................................................................................ 1328
BUYER'S PROPERTY INSPECTION REPORT .................................................................................... 1329
CHECKLIST FOR OFFICE LEASES .......................................................................................................... 1331
CHECKLIST FOR REAL ESTATE CONTRACT CLAUSES ........................................................... 1338
CONSENT BY LESSOR TO: ASSIGNMENT OF LEASE ................................................................... 1342
EXHIBIT A ..................................................................................................................................................... 1346
EXHIBIT B ..................................................................................................................................................... 1349
THE SUBLEASE................................................................................................................................................ 1349
CONTRACT OF SALE OF COMMERCIAL PROPERTY ................................................................ 1350
EXHIBIT A ..................................................................................................................................................... 1356
IMPROVEMENTS, APPURTENANCES AND EQUIPMENT ........................................................ 1356
xx
OBJECTION MY LORD
EXCLUSIVE RIGHT TO SELL .................................................................................................................... 1359

OBJECT: RENEWAL OF LEASE ................................................................................................................. 1361
EXTENSION OF LEASE AGREEMENT .................................................................................................. 1362
GUARANTY OF LEASE ................................................................................................................................. 1364
COMMERCIAL LEASE AGREEMENT ................................................................................................... 1368
EXHIBIT "A" LEGAL DESCRIPTION ...................................................................................................... 1392
EXHIBIT "B" ....................................................................................................................................................... 1393
TENANT PLANS AND SPECIFICATIONS ........................................................................................... 1393
LICENSE AGREEMENT................................................................................................................................ 1393
MODIFICATION OF LEASE AGREEMENT ......................................................................................... 1397
MORTGAGE NOTE...................................................................................................................................... 1399
MORTGAGE ...................................................................................................................................................... 1402
MUTUAL CANCELLATION OF LEASE ................................................................................................ 1408
OBJECT: NOTICE OF BREACH OF LEASE .......................................................................................... 1409
OBJECT: NOTICE OF LATE FEE OWED ............................................................................................... 1411
OBJECT: NOTICE OF NSF CHECK CHARGE AND LATE FEE OWED .................................... 1413
OBJECT: NOTICE THAT EVICTION WILL BE FILED IN COURT ........................................... 1415
OBJECT: OFFER TO LEASE SPACE IN YOUR BUILDING ............................................................. 1417
OPTION TO EXPAND SPACED LEASE ................................................................................................. 1419
OPTION TO LEASE AGREEMENT .......................................................................................................... 1421
OPTION TO PURCHASE PROPERTY .................................................................................................... 1423
EXHIBIT A ..................................................................................................................................................... 1427
PROPERTY MANAGEMENT AGREEMENT ....................................................................................... 1427
REAL ESTATE SALESMAN INDEPENDENT ...................................................................................... 1437
CONTRACTOR AGREEMENT ................................................................................................................ 1437
RECEIPT FOR LEASE SECURITY DEPOSIT ........................................................................................ 1441
OBJECT: REQUEST TO INCLUDE LANDLORD IN TENANT'S LIABILITY INSURANCE
................................................................................................................................................................................. 1443
SUBLEASE AGREEMENT ............................................................................................................................ 1444
USE OF PREMISES ........................................................................................................................................... 1447
UTILITIES AND TAXES ............................................................................................................................... 1448
MAINTENANCE AND ALTERATIONS ................................................................................................ 1450
SIGNS AND TRADE FIXTURES ................................................................................................................ 1456
CONDEMNATION AND DESTRUCTION .......................................................................................... 1456
SUBLEASING, ASSIGNMENT, DEFAULT AND TERMINATION.............................................. 1459
ESTOPPEL ........................................................................................................................................................... 1465
TO SUBLEASE ................................................................................................................................................... 1474
xxi
DESCRIPTION OF LEASED PREMISES ................................................................................................. 1474

TERMINATION OF LEASE OBLIGATION .......................................................................................... 1474
LOCATION WORKSHEET ......................................................................................................................... 1476
EVICTIONS ....................................................................................................................................................... 1478
OBJECT: 5-DAY NOTICE TO QUIT ........................................................................................................ 1478
OBJECT: NOTICE TO PAY RENT OR QUIT....................................................................................... 1479
OBJECT: NOTICE TO QUIT FOR NON-PAYMENT OF RENT ................................................... 1480
OBJECT: NOTICE TO TENANT OF RENT DEFAULT ................................................................... 1481
LEASING AND REAL ESTATE .................................................................................................................. 1483
ASSIGNMENTS ................................................................................................................................................ 1483
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR ....................................... 1483
ASSIGNMENT OF MORTGAGE............................................................................................................... 1486
ACKNOWLEDGMENT ................................................................................................................................ 1487
ASSIGNMENT OF REAL ESTATE ............................................................................................................ 1488
CONTRACT AND SALE AGREEMENT ............................................................................................... 1488
EXHIBIT A ..................................................................................................................................................... 1490
REAL ESTATE PURCHASE AND SALE AGREEMENT .................................................................. 1490
ASSIGNMENT OF REAL ESTATE CONTRACT ............................................................................... 1490
ASSIGNMENT OF RENTS BY LESSOR .................................................................................................. 1492
ASSIGNMENT OF SUBLEASE .................................................................................................................... 1495
CONTRACTS, AGREEMENTS AND CHECKLISTS ........................................................................ 1498
ADDENDUM TO REAL ESTATE LEASE .............................................................................................. 1498
ADDENDUM TO RENT AGREEMENT ................................................................................................ 1503
AGREEMENT FOR PERMISSION TO SUBLET .................................................................................. 1505
AGREEMENT TO CANCEL LEASE ........................................................................................................ 1507
AGREEMENT TO LEASE ............................................................................................................................. 1509
AGREEMENT TO RESCIND CONTRACT OF SALE....................................................................... 1511
AMENDMENT TO LEASE........................................................................................................................... 1513
APPLICATION FOR ZONING VARIANCE......................................................................................... 1516
ASSIGNMENT OF LEASE ............................................................................................................................ 1519
EXHIBIT A ..................................................................................................................................................... 1524
BUYER'S PROPERTY INSPECTION REPORT .................................................................................... 1525
CHECKLIST FOR OFFICE LEASES .......................................................................................................... 1527
CHECKLIST: REAL ESTATE CONTRACT CLAUSES .................................................................... 1534
CONSENT BY LESSOR TO ASSIGNMENT OF LEASE..................................................................... 1537
EXHIBIT A ..................................................................................................................................................... 1540
CONSENT BY LESSOR TO SUBLEASE................................................................................................... 1540
xxii
OBJECTION MY LORD
EXHIBIT A:THE PREMISES ........................................................................................................................ 1543

EXHIBIT B: THE SUBLEASE ....................................................................................................................... 1544
CONTRACT OF SALE OF COMMERCIAL PROPERTY ................................................................. 1544
EXHIBIT A ..................................................................................................................................................... 1549
IMPROVEMENTS, APPURTENANCES AND EQUIPMENT ........................................................ 1549
ESCROW AGREEMENT ............................................................................................................................... 1549
EXCLUSIVE RIGHT TO SELL .................................................................................................................... 1552
OBJECT: RENEWAL OF LEASE ................................................................................................................. 1554
EXTENSION OF LEASE AGREEMENT .................................................................................................. 1555
GUARANTY OF LEASE ................................................................................................................................. 1557
COMMERCIAL LEASE AGREEMENT ................................................................................................... 1561
EXHIBIT "A" LEGAL DESCRIPTION ...................................................................................................... 1584
EXHIBIT "B" TENANT PLANS AND SPECIFICATIONS ................................................................ 1585
LICENSE AGREEMENT................................................................................................................................ 1585
MODIFICATION OF LEASE AGREEMENT ......................................................................................... 1589
MORTGAGE NOTE ....................................................................................................................................... 1591
MORTGAGE ...................................................................................................................................................... 1594
MUTUAL CANCELLATION OF LEASE ................................................................................................ 1599
OBJECT: NOTICE OF BREACH OF LEASE .......................................................................................... 1600
OBJECT: NOTICE OF LATE FEE OWED ............................................................................................... 1600
OBJECT: NOTICE OF NSF CHECK CHARGE AND LATE FEE OWED .................................... 1602
OBJECT: NOTICE THAT EVICTION WILL BE FILED IN COURT ........................................... 1603
OBJECT: OFFER TO LEASE SPACE IN YOUR BUILDING ............................................................. 1604
OPTION TO EXPAND SPACED LEASE ................................................................................................. 1606
OPTION TO LEASE AGREEMENT .......................................................................................................... 1607
OPTION TO PURCHASE PROPERTY .................................................................................................... 1609
EXHIBIT A ..................................................................................................................................................... 1612
PROPERTY MANAGEMENT AGREEMENT ....................................................................................... 1613
REAL ESTATE SALESMAN INDEPENDENT ...................................................................................... 1622
CONTRACTOR AGREEMENT ................................................................................................................ 1622
RECEIPT FOR LEASE SECURITY DEPOSIT ........................................................................................ 1626
OBJECT: REQUEST TO INCLUDE LANDLORD IN TENANT'S LIABILITY INSURANCE
................................................................................................................................................................................. 1627
SUBLEASE AGREEMENT ............................................................................................................................ 1628
EXHIBIT O SUBLEASE .................................................................................................................................. 1657
DESCRIPTION OF LEASED PREMISES ................................................................................................. 1657
TERMINATION OF LEASE OBLIGATION .......................................................................................... 1658
xxiii
LOCATION WORKSHEET ......................................................................................................................... 1660

SEPTEMBER 13, 2022 ..................................................................................................................................... 1662
OBJECT: 5-DAY NOTICE TO QUIT ........................................................................................................ 1662
OBJECT: NOTICE TO PAY RENT OR QUIT....................................................................................... 1663
OBJECT: NOTICE TO QUIT FOR NON-PAYMENT OF RENT ................................................... 1664
OBJECT: NOTICE TO TENANT OF RENT DEFAULT ................................................................... 1665
SEPTEMBER 13, 2022 ..................................................................................................................................... 1666
OBJECT: NOTICE OF TERMINATION OF LEASE ........................................................................... 1666
OBJECT: NOTICE OF BULK TRANSFER ............................................................................................. 1667
OBJECT: NOTICE OF CHANGE IN RENT .......................................................................................... 1668
OBJECT: NOTICE OF CLAIM OF MECHANICS LIEN ................................................................... 1669
OBJECT: NOTICE OF EXERCISE OF LEASE OPTION .................................................................... 1670
OBJECT: NOTICE OF EXERCISE OF PURCHASE OPTION ........................................................ 1671
OBJECT: NOTICE OF INTENTION TO FILE A MECHANIC'S LIEN ....................................... 1672
OBJECT: NOTICE OF LEASE DEFAULT ............................................................................................... 1673
OBJECT: NOTICE OF BULK TRANSFER ............................................................................................. 1674
OBJECT: NOTICE OF RIGHT OF RESCISSION................................................................................. 1675
OBJECT: NOTICE FROM LANDLORD SELL UNCLAIMED PROPERTY AT AUCTION 1676
OBJECT: NOTICE TO EXCAVATE ALONG COMMON BOUNDARY ................................... 1677
OBJECT: NOTICE TO TERMINATE TENANCY-AT-WILL.......................................................... 1678
OBJECT: NOTICE TO TERMINATE TENANCY-AT-WILL.......................................................... 1679
OBJECT: WE WANT TO WELCOME YOU! .......................................................................................... 1680
MANAGING AND MOTIVATING EMPLOYEES .............................................................................. 1681
DISCIPLINE AND BEHAVIOUR .............................................................................................................. 1681
ACKNOWLEDGEMENT AND WAIVER REGARDING EMPLOYEE DATING .................... 1681
CHECKLIST:INVESTIGATING COMPLAINTS OF HARASSMENT OR
DISCRIMINATION........................................................................................................................................ 1683
CHECKLIST : PROGRESSIVE DISCIPLINE DOCUMENTATION............................................. 1685
CHECKLIST PROGRESSIVE DISCIPLINE ........................................................................................... 1687
EMPLOYEE CORRECTION FORM ......................................................................................................... 1689
OBJECT: NOTICE TO EMPLOYEES OF UNSATISFACTORY BEHAVIOR ............................ 1691
RECORD OF DISCIPLINARY ACTION ................................................................................................ 1692
OBJECT: REPRIMAND ................................................................................................................................ 1695
OBJECT: WARNING NOTICE .................................................................................................................. 1696
SEPTEMBER 13, 2022 ..................................................................................................................................... 1697
OBJECT: DISCRIMINATION AND HARASSMENT ....................................................................... 1697
OBJECT: CHRISTMAS BONUS LETTER .............................................................................................. 1698
OBJECT: CHRISTMAS EMPLOYEE DISCOUNT OFFER ............................................................... 1699
OBJECT: COMMENDATION AND REFUSAL OF REQUEST FOR RAISE ............................. 1700
xxiv
OBJECTION MY LORD
OBJECT: COMPANY BONUS LETTER .................................................................................................. 1701

OBJECT: CONFUSION REGARDING SICK LEAVE POLICY ....................................................... 1702
OBJECT: DISCONTED MEMBERSHIP FOR EMPLOYEES ............................................................. 1703
OBJECT: EMPLOYEE SUGGESTION FOR COMPANY MEETING ............................................. 1704
OBJECT: FAMILY AND MEDICAL LEAVE ........................................................................................... 1705
OBJECT: SEXUAL HARASSMENT COMPLAINT ............................................................................. 1707
OBJECT: NOTICE OF PROMOTION...................................................................................................... 1709
OBJECT: NOTICE TO EMPLOYEE UNQUALIFIED FOR CHRISTMAS BONUS ................. 1710
OBJECT: NOTICE OF BONUS CANCELLATION ............................................................................. 1711
OBJECT: NOTICE TO EMPLOYEES OF NEW VACATION POLICY ......................................... 1712
OBJECT: OFFER OF ASSISTANCE TO FAMILY DURING ILLNESS .......................................... 1713
OBJECT: PLEASE WELCOME OUR NEW EMPLOYEE .................................................................... 1714
OBJECT: PROMOTION ANNOUCEMENT ......................................................................................... 1714
OBJECT: REFUSAL OF EMPLOYEE REQUEST FOR EARLY RAISE .......................................... 1716
OBJECT: REMINDER TO EMPLOYEE TO RENEW DRIVERS LICENSE ................................. 1717
OBJECT: REQUEST FOR LEAVE OF ABSENCE.................................................................................. 1718
OBJECT: REQUEST TO LOCATE FORMER EMPLOYEE ............................................................... 1719
OBJECT: RETIREMENT PARTY INVITATION ................................................................................. 1720
OBJECT: RETIREMENT PARTY INVITATION (INTERNAL) .................................................... 1721
OBJECT: THANK YOU FOR SUBMISSION AND REQUEST FOR REVISION ....................... 1722
OBJECT: THANK YOU FOR SUPPORT DURING ILLNESS.......................................................... 1723
CERTIFICATE OF EMPLOYEE OF THE MONTH ............................................................................. 1724
OBJECT: COMPLIMENTARY LETTER ON YOUR HANDLING OF DIFFICULTY ............ 1725
OBJECT: COMPLIMENTARY LETTER TO EMPLOYEE ON HANDLING OF EMERGENCY
................................................................................................................................................................................. 1726
OBJECT: CONGRATULATIONS ON A JOB WELL DONE ............................................................ 1727
OBJECT: CONGRATULATIONS ON INCREASED SALES ........................................................... 1728
OBJECT: CONGRATULATIONS ON OUTSTANDING ACHIEVEMENT ............................. 1729
OBJECT: CONGRATULATIONS ON YOUR PROMOTION ........................................................ 1730
OBJECT: CONGRATULATIONS ON YOUR 5-YEAR ANNIVERSARY .................................... 1731
EMPLOYEE JOB & MOTIVATION IMPROVEMENT MEETING ................................................ 1732
OBJECT: LETTER OF APPRECIATION ................................................................................................. 1734
OBJECT: LETTER OF ENCOURAGEMENT TO SALES STAFF.................................................... 1735
PERSONAL FLEXIBILITY SKILLS TEST ................................................................................................ 1738
PERSONAL STRENGTHS AND WEAKNESSES WORKSHEET.................................................... 1741
CHECKLIST HARASSMENT INVESTIGATION ............................................................................... 1744
CHECKLIST: DOCUMENTS TO KEEP IN EMPLOYEES’ PERSONNEL FILE ......................... 1747
xxv
COMMISSION LIST ....................................................................................................................................... 1748

EMPLOYEE SUGGESTION FORM ........................................................................................................... 1749
MEDIATION AND ARBITRATION AGREEMENT ......................................................................... 1753
OVERTIME AUTHORIZATION FORM .................................................................................. 1758
MEDICAL LEAVE OF ABSENCE .................................................................................................... 1759
TELECOMMUTING AGREEMENT........................................................................................................ 1762
ATTACHMENT .............................................................................................................................................. 1766
WITNESS STATEMENT FORM ................................................................................................................ 1769
HOW TO WRITE A WITNESS STATEMENT FORM ....................................................................... 1770
TELECOMMUTING SITE WORKSHEET ............................................................................................. 1772
CHECKLIST FOR GIVING JOB PERFORMANCE FEEDBACK ................................................... 1774
EMPLOYEE APPRAISAL FORM................................................................................................................ 1776
EMPLOYEE COMPLAINT FORM ............................................................................................................ 1779
EMPLOYEE COMPLIANCE SURVEY ..................................................................................................... 1781
EMPLOYEE SATISFACTION SURVEY ................................................................................................... 1783
NEW EMPOYEE SURVEY ............................................................................................................................. 1786
PEER IMPROVEMENT FORM .................................................................................................................. 1788
PERFORMANCE EVALUATION ............................................................................................................. 1792
SELF-EVALUATION ...................................................................................................................................... 1794
SEXUAL HARASSMENT I.Q. TEST ......................................................................................................... 1795
ANSWER KEY ................................................................................................................................................... 1797
SUPERIOR IMPROVEMENT FORM ...................................................................................................... 1798
ASSIGNMENT FOR DEED .......................................................................................................................... 1802
ASSIGNMENT OF DEED OF TRUST ...................................................................................................... 1804
DEED GRANTING EASEMENT ............................................................................................................... 1805
DEED IN LIEU OF FORECLOSURE ........................................................................................................ 1806
MORTGAGE DEED........................................................................................................................................ 1807
ACKNOWLEDGMENT ................................................................................................................................ 1809
QUIT CLAIM DEED ....................................................................................................................................... 1810
TRANSFER OF TITLE WARRANTY DEED ......................................................................................... 1811
WARRANTY DEED........................................................................................................................................ 1812
POWER OF ATTORNEY .............................................................................................................................. 1813
GENERAL POWER OF ATTORNEY ....................................................................................................... 1814
ACKNOWLEDGMENT ................................................................................................................................ 1815
LIMITED POWER OF ATTORNEY ......................................................................................................... 1816
ACKNOWLEDGMENT ................................................................................................................................ 1823
REVOCATION OF POWER OF ATTORNEY ...................................................................................... 1824
UNLIMITED POWER OF ATTORNEY .................................................................................................. 1825
ACKNOWLEDGMENT ................................................................................................................................ 1825
xxvi
OBJECTION MY LORD
EMPLOYMENT REFERENCE LETTERS ............................................................................................... 1827

OBJECT: ABOUT YOUR REQUEST FOR A LETTER OF RECOMMENDATION ................ 1827
OBJECT: EMPLOYER’S VERIFICATION ON LOAN APPLICANT ............................................ 1828
OBJECT: I AM MUST PLEASED TO WRITE A REFERENCE FOR…........................................... 1829
OBJECT: I HIGHLY RECOMMEND… ..................................................................................................... 1830
OBJECT: LETTER OF REFERENCE ......................................................................................................... 1831
OBJECT: OFFER OF LETTER OF RECOMMENDATION .............................................................. 1832
OBJECT: PERSONAL RECOMMENDATION AND REFERENCE ............................................. 1833
OBJECT: PERSONAL RECOMMENDATION OF [EMPLOYEE] .................................................. 1834
OBJECT: REFUSAL OF REQUEST FOR LETTER OF RECOMMENDATION ....................... 1835
OBJECT: REQUEST FOR CHARACTER REFERENCE ................................................................... 1836
OBJECT: REQUEST FOR EMPLOYMENT REFERENCE ................................................................ 1837
OBJECT: REQUEST FOR REFERENCE .................................................................................................. 1838
OBJECT: RESPONSE TO INQUIRY CONCERNING FORMER EMPLOYEE .......................... 1839
OBJECT: COMPANY CREDIT ACCOUNT APPROVAL ................................................................ 1840
OBJECT: ACCEPTANCE OF RESIGNATION ..................................................................................... 1841
ACKNOWLEDGMENT OF OBLIGATIONS ......................................................................................... 1842
OBJECT: ANNOUNCEMENT OF A RETIREMENT ......................................................................... 1843
CHECKLIST FOR PRE-LAYOFF GUIDELINES ................................................................................... 1844
CHECKLIST: PRE-TERMINATION ........................................................................................................ 1846
CHECKLIST WHEN SHOULD YOU FIRE AN EMPLOYEE? .......................................................... 1847
OBJECT: TERMINATION OF YOUR EMPLOYMENT .................................................................... 1848
PROPRIETARY RIGHTS ACKNOWLEDGEMENT UPON TERMINATION ........................ 1849
EXIT INTERVIEW FORM ............................................................................................................................ 1851
OBJECT: FINAL WARNING BEFORE DISMISSAL ............................................................................ 1854
OBJECT: LETTER OF RESIGNATION ................................................................................................... 1855
OBJECT: MUTUAL TERMINATION OF CONTRACT .................................................................. 1856
OBJECT: ANNOUNCEMENT OF A LAYOFF ...................................................................................... 1857
OBJECT: NOTICE OF LAYOFF .................................................................................................................. 1858
OBJECT: NOTICE OF REVOCATION OF AUTHORITY ............................................................... 1859
OBJECT: TERMINATION NOTICE ........................................................................................................ 1860
OBJECT: TERMINATION OF EMPLOYMENT................................................................................... 1861
OBJECT: NOTICE OF TERMINATION DUE TO WORK RULES VIOLATION .................... 1862
OBJECT: RESIGNATION ............................................................................................................................. 1863
OBJECT: RESIGNATION – GOING BACK TO SCHOOL............................................................... 1863
OBJECT: RESIGNATION – MOVING TO ANOTHER COMPANY ........................................... 1865
OBJECT: RESIGNATION ............................................................................................................................. 1866
xxvii
SEPARATION AND RELEASE AGREEMENT .................................................................................... 1867

CERTIFICATION BY EMPLOYEE'S COUNSEL.................................................................................. 1872
SEVERANCE AGREEMENT ....................................................................................................................... 1873
TERMINATION CERTIFICATION ........................................................................................................ 1875
TERMINATION OF EMPLOYEMENT WORKSHEET .................................................................... 1876
INCORPORATION AFFIDAVIT OF LOST STOCK CERTIFICATE .......................................... 1879
ARTICLES OF ASSOCIATION .................................................................................................................. 1880
ARTICLES OF INCORPORATION ......................................................................................................... 1882
ACKNOWLEDGMENT ................................................................................................................................ 1885
ARTICLES OF INCORPORATION ......................................................................................................... 1886
NOT FOR PROFIT CORPORATION ..................................................................................................... 1886
ASSIGNMENT OF SHARES ........................................................................................................................ 1889
BY-LAWS OF [CORPORATION] .............................................................................................................. 1890
CERTIFICATION OF BY-LAWS ................................................................................................................ 1909
BY-LAWS OF [NOT FOR PROFIT CORPORATION] ...................................................................... 1911
CERTIFICATE OF INCORPORATION OF [NAME]........................................................................ 1917
CHECKLIST FOR ISSUING STOCK ........................................................................................................ 1918
CHECKLIST FOR CONTENT OF PRIVATE PLACEMENT MEMORANDUMS .................. 1920
CHECKLIST FOR DRAFTING LIMITED PARTNERSHIP AGREEMENTS ........................... 1921
CHECKLIST FOR FORMATION OF A CORPORATION .............................................................. 1924
CHECKLIST FOR COMPLETE CONTRACTS TERMS .................................................................. 1927
LEGENDS FOR STOCK CERTIFICATES .............................................................................................. 1930
PRE-INCORPORATION AGREEMENT ............................................................................................... 1932
PRE-INCORPORATION DESIGNATION OF DIRECTORS ......................................................... 1934
RIGHT OF FIRST REFUSAL AGREEMENT ........................................................................................ 1935
CONSENT OF SPOUSE ................................................................................................................................. 1939
SHAREHOLDERS AGREEMENT ............................................................................................................ 1941
CONSENT OF SPOUSE ................................................................................................................................. 1952
INSURANCE ..................................................................................................................................................... 1955
OBJECT: CHANGE IN OUR EMPLOYEE HEALTH COVERAGE .............................................. 1955
CHECKLIST OF ISSUES TO REVIEW FOR DIRECTORS’ AND OFFICERS’ LIABILITY
INSURANCE ..................................................................................................................................................... 1956
CHECKLIST: ISSUES TO REVIEW FOR HEALTH AND DISABILITY INSURANCE ......... 1957
CHECKLIST ISSUES TO REVIEW FOR KEY MAN LIFE INSURANCE ..................................... 1958
OBJECT: AUTHORIZATION TO PARTICIPATE IN MEDICAL PLAN .................................. 1959
OBJECT: EXPLANATION OF INSURANCE RATE INCREASE .................................................. 1960
OBJECT: REQUEST FOR IMMEDIATE INSURANCE COVERAGE ON NEW EMPLOYEE
................................................................................................................................................................................. 1961
POLICIES AND DOCUMENTATION .................................................................................................... 1962
xxviii
OBJECTION MY LORD
ABSENCE POLICIES EXAMPLES .............................................................................................................. 1962

BUSINESS ETHICS AND CONDUCT DISCLOSURE STATEMENT .......................................... 1965
CHECKLIST :21 THINGS TO DO TO FOR A SAFE WORKPLACE ............................................. 1967
CHECKLIST FOR SAMPLE EMERGENCY INSTRUCTIONS ...................................................... 1969
FOLLOW THESE RULES IN AN EMERGENCY .................................................................................. 1969
CHECKLIST FOR ERGONOMICS ISSUES ............................................................................................ 1970
CHECKLIST FOR HOW TO BE AN EXCELLENT EMPLOYEE .................................................... 1971
CODE OF ETHICS ........................................................................................................................................... 1972
................................................................................................................................................................................. 1973
POLICY RESTRICTING PERSONAL USE OF EMPLOYER’S COMPUTERS AND SYSTEMS
................................................................................................................................................................................. 1974
COPYRIGHT COMPLIANCE – PHOTOCOPYING POLICY ........................................................ 1981
POLICY RESTRICTING USE OF EMPLOYER’S PHOTOCOPY MACHINES.......................... 1981
EMPLOYEE AGREEMENT ON USE OF PHOTOCOPY MACHINE ............................................ 1982
LONG-TERM DISABILITY PLAN ............................................................................................................. 1983
SHORT-TERM DISABILITY PLAN .......................................................................................................... 1994
DRUG AND ALCOHOL POLICY ............................................................................................................. 2000
EMPLOYEE AGREEMENT ON DRUG AND ALCOHOL POLICY .............................................. 2001
[YOUR COMPANY NAME]'S DRUG TESTING POLICY ................................................................ 2002
[YOUR COMPANY NAME]'S DRUG TESTING POLICY ................................................................ 2004
EMPLOYEE E-MAIL POLICIES................................................................................................................... 2006
WELCOME TO [COMPANY NAME] ....................................................................................................... 2012
xxix
INTRODUCTION
Litigation is not complete without court documents. In many cases, all procedures before court or even out
of court will require an advocate to draft documents. This chapter therefore provides more standard court
documents that you might find helpful in your quest to become an outstanding advocate.
1
©
C
ISAAC CHRISTOPHER LUBOGO o
p
y
A FFIDAVIT OF NO CREDITORS r
i
g
State of [STATE/PROVINCE] h
t
City of [CITY] E
n
In consideration of the terms and covenants of this agreement, and other valuable consideration, the
v
parties agree as follows:
i
RECITALS s
i
A. Affiant is the owner of the stock of merchandise located at [address], [city], [state], more o
particularly described as follows: [description], which Affiant proposes to sell and transfer to n
Company, of [address], [city], [state]. C
o
B. This merchandise is not encumbered.
r
C. Affiant has no creditors. p
o
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above r
written. a
t
i
COMPANY AFFIANT o
n
______________________ ______________________________
.
Authorized Signature Authorized Signature 2
0
______________________ _____________________________ 0
2
Print Name and Title Print Name and Title
.
A
l
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r
i
g
h
t
s
r
2 e
s
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r
OBJECTION MY LORD
A CKNOWLEDGMENT
State of [state]
County of [county]
On [date] before me, [name of notary], notary, personally appeared [name of person(s) involved],
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
Witness my hand and official seal.
Signature
Notary
(Seal)
3
©
C
p
A FFIDAVIT OF NO LIEN y
r
i
g
This Affidavit of No Lien (the “Agreement”) is made and effective [DATE], h
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under t
the laws of the [STATE/PROVINCE], with its head office located at: E
n
AND: [AFFIANT NAME] (the "Affiant"), a corporation organized and existing under the laws of v
the [STATE/PROVINCE], with its head office located at: i
s
i
o
RECITALS n
C
1. That Affiant is the [title] of [COMPANY]. o
r
2. That said Company is the owner of the improved property known and legally described as follow
p
[set forth legal description] o
r
3. That [COMPANY] is not the subject to any bankruptcy, creditor's reorganization or insolvency a
proceeding and none are pending, contemplated or threatened. t
i
4. That [COMPANY] has possession of the property and that there is no other person in possession
o
who has any right in the property.
n
5. That there are no unrecorded labor, mechanic's or material men’s liens against the property and no .
material has been furnished or labor performed on the property which has not been paid in full. 2
0
6. That there are no unrecorded easements, liens of assessments for sanitary sewers, paving or other 0
public utilities against said property. 2
7. That there are no claims whatsoever of any kind or description against any fixtures or equipment .
located on the said premises. A
l
8. That there are no existing contracts for sale, options to purchase or unrecorded deeds or mortgages l
existing against said property. r
i
9. That this affidavit is made for the purpose of [DESCRIBE]. g
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above h
written. t
s
r
4 e
s
e
r
OBJECTION MY LORD
COMPANY AFFIANT
__________________ __________________
Authorized Signature Authorized Signature
__________________ __________________
5
A CKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
6
©
C
OBJECTION MY LORD o
p
A FFIDAVIT y
r
i
g
State of [STATE/PROVINCE] h
City of [CITY] t
E
In consideration of the terms and covenants of this agreement, and other valuable consideration, the n
parties agree as follows: v
i
RECITALS
s
BEFORE ME, the undersigned authority, [name and capacity of officer before whom affidavit is i
sworn], on this [day of month] day of [month], [YEAR], personally appeared Affiant, known to me to o
be a credible person and of lawful age, who being by me first duly sworn, on [his or her] oath, deposes n
and says: C
o
[set forth statement of facts] r
p
o
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above r
written. a
t
i
o
COMPANY AFFIANT
n
_________________ ___________________ .
2
_________________ ___________________ 0
2
Print Name and Title Print Name and Title .
A
l
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r
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h
t
7 s
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©
A CKNOWLEDGMENT C
o
p
y
State of [state]
r
County of [county] i
g
On [date] before me, [name of notary], notary, personally appeared [name of person(s) involved], h
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose t
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed E
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the n
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the v
instrument. i
s
i
Witness my hand and official seal. o
n
Signature
C
Notary (Seal)
o
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p
o
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a
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i
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n
.
2
0
0
2
.
A
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h
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t
s
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©
C
OBJECTION MY LORD o
p
y
E STOPPEL AFFIDAVIT OF MORTGAGOR r
i
g
This Estoppel Affidavit of Mortgagor (the “Agreement”) is made and effective [DATE], h
t
BETWEEN: [MORTGAGOR NAME] (the "Mortgagor"), a corporation organized and existing E
under the laws of the [STATE/PROVINCE], with its head office located at: n
v
AND: [AFFIANT NAME] (the "Affiant"), a corporation organized and existing under the laws of
i
the [STATE/PROVINCE], with its head office located at:
s
In consideration of the terms and covenants of this agreement, and other valuable consideration, the i
parties agree as follows: o
n
TERMS C
o
1. This is to certify that Affiant executed, assumed, or taken title subject to, the mortgage on the real
r
property located at [ADDRESS], originally granted to [NAME], dated [DATE], recorded in
p
[BOOK, PAGES] of the public records of the [STATE/PROVINCE] and now assigned to and
o
held by [NAME]. The legal description of the mortgaged property is attached hereto as Exhibit A.
r
2. The original principal amount of the Promissory Note secured by said Mortgage was [AMOUNT], a
with interest accruing thereon at the fixed rate of [%] per annum amortized over [NUMBER] t
year(s), with [NUMBER] monthly installment payments of principal and interest due and payable i
in the amount of [AMOUNT] per month, with the first payment due on [DATE]. A total of o
[NUMBER] payments have been made through and including the payment due on [DATE[. This n
loan is current in all respects and the Affiant is not in default. .
2
3. The remaining unpaid principal balance owing on said Note and Mortgage is [AMOUNT], as of 0
[DATE], and there remain scheduled monthly payments due in the amount of [AMOUNT] each, 0
and a balloon payment of [AMOUNT] due on [DATE], with [AMOUNT] then remaining unpaid 2
after said balloon. The next payment in the amount of [AMOUNT] is due on [DATE]. Interest .
continues to accrue on said Note and Mortgage at the fixed annual rate of [%]. A
4. No lump sum payments have been made against said balance, nor are there any claims, defenses or l
offsets against said Mortgage or Note. l
r
5. The Affiant had the full legal capacity to execute said Note and Mortgage or to assume or take title i
to the real property subject to said Mortgage, and is not in bankruptcy or receivership for benefit of g
creditors. h
t
9 s
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6. Affiant has no knowledge of any action or proceeding whatever, which is now pending in any state
or federal court in [COUNTRY] in which the Affiant is a party which affects the real property or
the Note or Mortgage, nor does the Affiant know of any federal or state court judgment, tax lien or
any other lien of any kind or nature whatever which now constitutes a lien or charge upon the
property, Note, or Mortgage, except taxes for the current year and the lien of those certain mortgages
of record in the County and State where the property is located.
7. Affiant has received no notice from any governmental authority requiring any improvement,
alteration or change to be made in and about the property.
8. Affiant has not had any sums escrowed for the payment of taxes or insurance on the property.
9. Affiant further states under penalty of perjury that there has never been any previous transfer or
assignment of the above-described Promissory Note and/or Mortgage to the knowledge of Affiant,
nor has Affiant ever received any notice of assignment or notice of any other interest had by any
other third party in said Note and/or Mortgage; Affiant will hold harmless and protect against any
claims due to misrepresentation hereof.
10. Affiant understands that this affidavit may be relied upon by any third-party for the purpose of
assuming, holding, purchasing, assigning, or satisfying the Promissory Note and Mortgage presently
owed by the Affiant.
11. That said Agreement is intended to be and is an absolute conveyance of the title to said property to
Mortgagor named therein, and was not and is not now intended as a mortgage, trust conveyance or
security of any kind.
12. That it was the intention of Affiant as grantors in said Affidavit to convey, and by said Affidavit
Affiant did convey, to Mortgagor therein, all their right, title and interest absolutely in and to said
property and that possession of said property has been surrendered to Mortgagor.
13. That in the execution and delivery of said Affidavit Affiant was not acting under misapprehension
as to the effect thereof, and acted freely and voluntarily and were not acting under coercion or
duress.
14. That at the time of making said Affidavit Affiant believed and now believe that the aforesaid
consideration therefore represented the fair value of said property.
15. That this affidavit is made for the protection and benefit of Mortgagor in said Affidavit, their
successors and assigns, and all other parties hereafter dealing with or who may acquire an interest in
said property.
10
OBJECTION MY LORD
16. That Affiant will testify, declare, depose or certify before any competent tribunal, officer or person,
in any case now pending or which may hereafter be instituted to the truth of the particular facts set
forth above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.
COMPANY AFFIANT
_________________ _________________
_________________ _________________
11
A CKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
©
(Seal)
C
o
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October 18, 2022 y
r
Contact Name
i
Address g
h
City, State/Province t
E
n
v
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C
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12 r
a
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OBJECTION MY LORD
OBJECT: A POLOGY FOR ACCOUNTING ERRORS AND PAST

DUE NOTICE
Dear [Contact name],
We are very much concerned that due to our mistake, you had to deal with unnecessary problems.
Unfortunately, it has taken some time to find out exactly what occurred, and, therefore, please accept
our apologies for the delay in this response. You definitely deserve an explanation for what went wrong
in our accounting department. I hope that this letter will help to resolve some recent difficulties.
For what I’ve been told on this issue, your payment was received in time but it had been credited to an
account which bears a similar name to yours. As a result, we began sending you our standard notices
requesting payment, according to our collection policy. Even after the posting error was rectified, our
accounting department failed to notify our credit department, which is why you continued to receive
our correspondence asking for payment.
I understand how exasperating this has been for you and I am deeply sorry that it has taken so long to
straighten out this problem. While there is a procedure within our firm to prevent this type of error from
happening, we are reinforcing this procedure.
You have been a valued customer for a long time and we appreciate the opportunity to continue to serve
you. You may rest assured that this problem will not occur again.
Should you have any questions, please do not hesitate to contact me.
Sincerely,
Your name
Your title
Telephone contact
13
©
C
p
youremail@yourcompany.com y
r
i
g
h
t
E
n
v
i
s
i
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C
o
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p
o
r
a
t
i
o
n
.
2
0
0
2
.
A
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h
t
s
r
14 e
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OBJECTION MY LORD
[date]
Contact Name
Address
Address2
City, State/Province
Zip/Postal Code
OBJECT: A POLOGY FOR NOT CREDITING PAYMENT

I want to thank you for your support and assistance in helping us to locate your payment of [Date],
which had not been credited to your account. I understand how exasperating this has been for you and
I am deeply sorry that it has taken so long to straighten out this problem. Your help enabled us to go
through our records and pinpoint how this error occurred.
Please accept our sincere apology for the correspondence we wrote under the assumption that this bill
had not been paid. I know this insistence on our part must have been extremely frustrating for you,
especially in light of the fact that you have always been a valued customer of ours and have paid your
bills promptly.
Thank you for your patience and please be assured that we will do everything in our power to ensure
that this type of error does not surface in the future.
Sincerely,
Your name
Your title
Telephone contact
youremail@yourcompany.com
15
©
C
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
City, State/Province E
n
Zip/Postal Code v
i
s
i
OBJECT: A POLOGY TO CUSTOMER F OR ACCOUNTING o
n
ERRORS C
o
r
On behalf of [COMPANY], I want to thank you for your recent letter regarding an error that occurred p
with your account [Number]. After examination, we were able to track down the error and have o
credited your account accordingly. A report to this effect has also been sent to our credit department – r
I can certify that you credit rating won’t be penalized in any way. a
t
Please note that as of [DATE], your account balance is [Amount]. i
o
You are a valued customer, [CONTACT NAME], and we apologize for any inconvenience this mistake
n
may have caused you. If we may be of further assistance, please do not hesitate to contact me at your
.
convenience.
2
Sincerely, 0
0
Your name 2
Your title .
A
Telephone contact l
l
youremail@yourcompany.com r
i
g
h
t
s
r
16 e
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©
C
OBJECTION MY LORD o
p
[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
i
OBJECT: A PPROBATION OF FINANCING APPLICATION o
n
C
o
Dear [Contact name], r
Your application for financing on the acquisition of your new [describe] has been approved. Your order p
for [Number] [Product] will be shipped within [Number] days. o
r
a
t
As the enclosed lease documents indicate, your monthly lease payment is [Amount]. Since your lease
i
covers the entire purchase, including “soft” costs, installation and training are completely covered, with
o
no additional fee or payment required.
n
.
2
We look forward to serving you and hope you will call upon us for service, support, and supplies. Please 0
keep in touch and let us know how the [Product] is working to improve sales and customer service in 0
your shop 2
.
Sincerely,
A
Your name l
l
Your title r
i
Telephone contact
g
youremail@yourcompany.com h
t
17 s
r
e
s
e
r
©
C
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
City, State/Province v
i
Zip/Postal Code s
i
o
n
OBJECT: A PPROVAL OF NEW CREDIT ACCOUNT C
o
Your account with [Name of firm] has been approved for credit. We would like to inform you that your p
account number is [Number]. Please inform your personnel to be sure to include this account number o
on any documents and correspondence directed to us. r
a
We welcome you to our family of customers and hope that our new relationship will be mutually t
beneficial and profitable. i
o
As our way of saying thank you for opening your new account with us, we are offering you a [Specify]
n
discount on all merchandise ordered in the month of [Month].
.
If you have any questions regarding our credit policy, please call [Name], our Credit Manager, who will 2
be more than happy to discuss your account with you. 0
0
We will be looking forward to your orders and to the opportunity of serving you. 2
.
Sincerely,
A
Your name l
l
Your title r
i
Telephone contact
g
t
s
r
18 e
s
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r
©
C
OBJECTION MY LORD o
p
October 18, 2022 y
r
i
Name of information holder g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
o
n
OBJECT: A UTHORITY TO RELEASE CREDIT - RELATED C
INFORMATION o
r
p
o
a
The undersigned hereby authorizes the disclosure and release of any and all personal credit-related
t
information in your possession, including but not limited to credit, financial, salary, banking, debt and
i
tax information and materials, to [Firm name], as required, until further notice. This authorization is
o
valid for [NUMBER] days from the date of my signature below. Please keep a copy of my release request
n
for your files.
.
Thank you for your co-operation. 2
0
Dated: [Date] 0
2
.
[Witness] [Name of credit applicant] A
l
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h
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19 s
r
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ISAAC CHRISTOPHER LUBOGO ©
C
o
B USINESS C REDIT A PPLICATION p
y
r
Name/Address
i
Last: First: Middle Initial: Title g
h
Name of Business: Tax I.D. Number t
E
Address: n
v
City: State: ZIP: Phone:
i
s
i
Company Information o
n
Type of Business: In Business Since: C
o
Legal Form Under Which Business Operates:
r
State/Province: Corporation  Partnership  Proprietorship  p
o
If Division/Subsidiary, Name of Parent Company: In Business Since: r
a
Name of Company Principal Responsible for Business Transactions: Title:
t
Address: City: State: ZIP: Phone: i
o
Name of Company Principal Responsible for Business Transactions: Title: n
.
Address: City: State: ZIP: Phone:
2
0
0
Bank References 2
.
Institution Name: Institution Name: Institution Name: A
l
l
Checking Account #: Savings Account #: Home Equity Loan r
Loan: Balance: i
g
h
t
20 s
r
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s
OBJECTION MY LORD
Address: Address: Address:
Phone: Phone: Phone:
Trade References
Company Name: Company Name: Company Name:
Contact Name: Contact Name: Contact Name:
Account Opened Since: Account Opened Since: Account Opened Since:
Credit Limit: Credit Limit: Credit Limit:
Current Balance: Current Balance: Current Balance:
Financial Information
Company Total Assets Company Total Liabilities Annual Amount of Credit

Net Income Requested:
Have you or your officers or affiliates ever filed a petition in bankruptcy? Yes  No 
Is your company subject to any litigation? Yes  No  If so, describe:
We declare that the above information is true, correct and complete and is given to induce the Company
to extend credit. We authorize the Company to make such credit investigation as the Company sees fit,
including contacting the above trade references and banks and obtaining credit reports. We authorize
21
all trade references, banks and credit reporting agencies to disclose to the Company any and all
information concerning the financial and credit history of my company and myself:
I have read the terms and conditions stated below and agree to all of those terms and conditions.
Name of Company:
Authorized Signature:
Title:
Printed Name:
22
OBJECTION MY LORD
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C HARGE ACCOUNT LIMIT RAISE
I am pleased to inform you that after careful review of your charge account, we have decided to increase
your credit limit as follows:
OLD CREDIT LIMIT: [Amount]
NEW CREDIT LIMIT: [Amount]
Moreover, your new status qualifies you for use of our installment account. Should you require
additional information about this new account, please call me as I will be happy to help.
You are a valued customer, and as such, we always keep you informed about our special sales. We
currently have a promotion on [PRODUCTS/SERVICES]. If you order by [DATE], we will give you
a [%] rebate on all your purchases.
We appreciate your continued patronage, and look forward to being able to assist you in the near future.
Sincerely,
Your name
Your title
Telephone contact
23
C
youremail@yourcompany.com o
p
y
C HARGE ACCOUNT TERMS AND CONDITIONS r
i
g
This Agreement is made and effective [EFFECTIVE DATE], h
t
BETWEEN: [SELLER NAME] (the "Seller"), a corporation organized and existing under the laws E
of the [STATE/PROVINCE], with its head office located at: n
v
AND: [CUSTOMER NAME] (the "Customer"), a corporation organized and existing under the laws
i
of the [STATE/PROVINCE], with its head office located at:
s
It is agreed as follows: i
o
Buyer agrees with seller [Seller’s name] to pay for all purchases upon receipt of monthly statement. n
Charges billed, but not paid by the [Day] of the month following purchase will be considered C
delinquent and subject to finance charges. o
r
The FINANCE CHARGE for individuals is computed by a periodic rate of [%]per month which is an
p
ANNUAL PERCENTAGE RATE OF [Rate]% applied to the "Previous Unpaid Balance less Current
o
Credits." Current credits are payments or credits received by [Time] A.M. on the [Day] day of the
r
following month. The minimum payment due will be payment of Buyer's indebtedness in full. If not
a
paid, [Seller’s name] may declare the unpaid balance due and payable immediately. Buyer agrees to pay
t
collection expenses, including reasonable attorney's fees and court costs, if it is necessary to collect
i
through legal action.
o
Buyer assumes full responsibility for all materials purchased from [Seller’s name]. Buyer agrees to be n
personally liable for all charges and individually guarantees payment of all charges promptly. Buyer .
agrees to notify [Seller’s name] within [NUMBER] days in writing of receipt of monthly statement of 2
any in billing. Failure to so notify [Seller’s name] signifies total acceptance and responsibility for prompt 0
payment in full of account. 0
2
If materials are ordered to be delivered to a construction job site, the buyer assumes liability for the .
materials at the time of delivery whether or not buyer's representative is on hand to acknowledge receipt A
of delivery. Buyer agrees to pay standard delivery charges as billed. l
Buyer agrees that no refund will be granted unless merchandise is returned within 30 days with invoice l
to store where purchases were made and in original sales condition. Buyer agrees to supply [Seller’s r
name] with "Notice of Commencements", purchase orders, job numbers, job addresses, and a current i
list of employees permitted to order, pickup, and sign for merchandise. g
h
t
24 s
r
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s
OBJECTION MY LORD
[Seller’s name] reserves the right to send out "Notice to Owners" and file Liens on past due accounts and
use any legal means available to force collection if necessary.
©
SELLER CUSTOMER
C
o
p
Authorized Signature Authorized Signature y
r
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E
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v
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C
o
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a
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.
2
0
0
2
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A
l
25 l
r
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h
t
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C HRISTAMS CREDIT EXTENSION

It seems like every year it’s the same old scenario – you are trying to find a way to be able to buy all of
our gifts this holiday season without having to worry about paying for them until March?
We thought it would, and decided this would be a perfect way to say thank you to our customers for
having shopped with us throughout the year.
Starting today, any purchases that you charge to your account will not appear on your statement until
[Date]! This offer is available to you until Christmas Eve, [Year].
We hope that you will take advantage of our holiday offering and come see our Christmas season
selections. While you are here, please come [Place] for a complimentary [Gift].
Sincerely,
Your name
©
Your title
C
Telephone contact o
p
r
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g
h
t
E
n
26 v
i
s
i
OBJECTION MY LORD
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C OMPANY C REDIT A CCOUNT A PPROVAL

After evaluation of your application for credit, it is our pleasure to inform you that an account has been
opened for your company.
Please feel free to use your account as often as you wish. A descriptive brochure is attached which
outlines the terms and conditions upon which this account has been opened.
Should your credit requirements change, or should you have any questions regarding your new account,
call this office and ask to speak to one of our account representatives. When you call, please have your
account number available, in order that we might have quick access to your file.
Sincerely,
Your name
©
Your title
C
Telephone contact o
p
r
i
g
h
t
27 E
n
v
i
s
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C REDIT A CCOUNT D ENIAL FOR U NFAVORABLE

R EPORT
Thank you for your recent application for credit with our firm. We regret to inform you that we cannot
extend credit terms to you at the present time, based on the report we received back from our credit
bureau.
If you feel that there may be some errors in the records of the credit reporting agency, we suggest that
you contact them and review their current information. In the event that there have been errors made,
please direct them to submit a revised report to us for our reconsideration.
We would be most happy to welcome you as a customer and to accommodate you in any way possible
under the circumstances. We do have a layaway plan and various other options that are available to our
cash customers.
Please feel free to call me if you have any questions or if I can be of assistance to you in any way.
Sincerely,
Your name
Your title
©
Telephone contact
C
p
y
r
28
i
g
h
t
OBJECTION MY LORD
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C REDIT A CCOUNT D ENIAL
We have reviewed your application for open account terms, and at this time are unable to open an
account for your company. Should circumstances change in the future, please feel free to resubmit an
application.
We value your business, and hope to keep you as a customer. As a cash customer you will be advised of
all special sales, and we know that you will find our prices and services competitive enough to allow us
to continue serving you.
If you have any questions about this decision, or if I may be of any help in any way with regard to your
dealings with our company, please contact me at the above office.
Sincerely,
Your name
Your title
Telephone contact
29
©©
CC
ISAAC CHRISTOPHER LUBOGO oo
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OBJECTION MY LORD
C ONSUMER C REDIT A PPLICATION
Name/Address
Name Social Security Number
Address:
City: State: ZIP: Phone: Work:
Own Rent (Please circle) Monthly payment or rent How long?
Previous Address:
City: State: ZIP:
Owned Rented (Please circle) Monthly payment or rent How long?
Employment History
Employer: Job Title:
Address: Supervisor:
City: State: ZIP: Salary:
Phone: Date From: Date To:
Source of Income Total Expenses Total
31
Salary Loans
Bonuses & Commissions Charge Account bills
Income From Rental Property Monthly Bills
Investment Income Real Estate Mortgages
Other Income Other Debts -- Itemize
Total Income Total Expenses
Bank References
Institution Name: Institution Name: Institution Name:
Checking Account # Savings Account # Loan # Loan

Balance:
Credit Cards
Name: Account No. Current Balance
32
OBJECTION MY LORD
BANKRUPTCY:
Have you gone bankrupt in the last five years? ( ) Yes ( ) No If yes, give date of assignment:
I hereby certify that the information contained herein is complete and accurate. This information has
been furnished with the understanding that it is to be used to determine the amount and conditions of
the credit to be extended. Furthermore, I hereby authorize the financial institutions listed in this credit
application to release necessary information to the company for which credit is being applied for in order
©
to verify the information contained herein.
C
_______________________________ _________________________________ o
p
Signature Date y
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33 .
2
0
0
2
.
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C REDIT E XTENSION TO P AST D UE P REFERRED

C USTOMER
Our credit department has notified me that your account is past due. You are one of our preferred
customers and therefore we want to offer any assistance we can. We know that most overdue balances
result from clerical errors. However, should you require additional time to settle your balance, please
feel free to give us a call. I will see to it that you are granted an additional [Number] days in which to pay
your account balance.
We value your business, and sincerely hope that this gesture will be of some help. Thank you for your
kind consideration, and we look forward to seeing you soon.
Sincerely,
Your name
Your title
Telephone contact
34
©
C
OBJECTION MY LORD o
p
[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
i
OBJECT: C REDIT INFORMATION o
n
Dear [Contact name], C
o
r
Enclosed is the credit information that you requested. I trust that this data will satisfy any concerns you p
may have about our creditworthiness, and that it will lead to the establishment of a credit account for o
our r
a
organization. t
i
o
n
.
Sincerely, 2
0
0
Your name 2
.
Your title A
l
Telephone contact
l
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t
35 s
r
e
s
e
r
©
C
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
OBJECT: C REDIT INFORMATION REQUEST o
n
o
Thank you for your recent order dated [Date]. We shall be pleased to consider you for a line of credit; r
however, we first require additional information. Accordingly, would you please provide us with the p
information checked? o
• Bank Affiliations r
• Credit Application (enclosed) a
• Current Financial Statements t
• [number] Trade References and Bank References i
• Dun and Bradstreet or Other Credit Reporting Rating o
• Other: [Describe] n
.
Pending receipt of this information we suggest C.O.D. or advance payment of [Amount] on this order 2
to expedite prompt shipment. Upon receipt we shall immediately ship your order. 0
0
A self-addressed envelope is enclosed for your convenience. Of course, all credit information submitted
2
shall be held in strict confidence.
.
Sincerely, A
l
Your name l
r
Your title
i
Telephone contact g
h
youremail@yourcompany.com t
s
r
36 e
s
e
r
OBJECTION MY LORD
C REDIT MEMO
Bill to: Ship to:
Date
ADDRESS: ADDRESS:
CITY: STATE: ZIP: CITY: STATE: ZIP:
PHONE: PHONE:
CUSTOMER ID: TERMS:
REASON FOR CREDIT:
APPROVED BY: DATE:
APPROVED BY: DATE:
P.O./ORDER # DATE: INTERNAL BILLING #
Invoice Item Quantity Description Price Total
37
Total Amount of Credit $ ©

C
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C
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a
t
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o
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.
38
2
0
0
2
OBJECTION MY LORD
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C REDIT REFERENCE REQUEST
We are responding to your letter requesting credit information on [Company].
Over the past [Number] years [Company] has ordered [Amount] worth of merchandise from us.
During that time, there have been [Number] incidents where the bills have been [Number] days past
due. To be fair, those incidents occurred [Number] years ago. Over the past year [Company]’s bills have
been current.
Based on our experience with this Company, we believe [Company] to be a good credit risk.
Sincerely,
Your name
Your title
Telephone contact
39
C
o
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code
s
i
o
n
OBJECT: C HARGE CARD APPROVAL C
o
r
It is our pleasure to notify you that a charge account has been approved in your name. We welcome you p
as a new customer and hope that you enjoy the convenience of your charge account. o
r
We have established a credit limit on your account in the amount of [Amount]. At such time as you a
may wish to raise the credit line, a phone call or visit to our credit office should expedite our handling of t
your request. i
o
We have enclosed your card and our pamphlet that explains our billing procedure, how to use your
n
credit card plus additional information we believe you will find useful.
.
Thank you again for choosing to shop with us. 2
0
0
Sincerely, 2
.
A
l
Your name l
Your title r
i
Telephone contact g
h
t
40 s
r
e
s
OBJECTION MY LORD ©
C
p
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v
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C
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p
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i
o
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.
2
0
0
2
.
A
l
l
r
i
g
h
41
t
s
r
e
s
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ENIAL OF CREDIT
After careful consideration of your request for a [name of account applied for], we must regretfully
advise you that we are unable to accommodate you at this time.
The decision to deny this credit is based on information contained in a credit report obtained from
[company credit report obtained from]. You are entitled to receive a free copy of this report by [address].
We are sorry for the inconvenience it may cause you. Please feel free to reapply after having corrected
what is mentionned on your credit report
Sincerely,
Your name
Your title
Telephone contact
42
©
C
OBJECTION MY LORD o
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
OBJECT: C HARGE A CCOUNT D ENIAL o
n
o
r
We regret to inform you that we are unable to open a charge account for you at present due to p
information obtained from the following consumer reporting agency: [Agency]. o
r
We wish to advise you that you have the right under federal law to obtain full disclosure of the nature a
and substance of all information on you that is contained in the files of the consumer credit reporting t
agency, with the exception of medical data, upon the presentment of proper identification. i
o
Although we are unable to offer you credit terms, we would be pleased to welcome you as a customer n
and hope that we will be able to open a charge account for you some time in the future. .
2
Thank you for submitting your application to us.
0
Sincerely, 0
2
Your name .
A
©
Your title
C
l
Telephone contact ol
p
r
youremail@yourcompany.com yi
rg
October 18, 2022
ih
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43 s
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s
ve
ir
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EQUEST ON CREDIT INFORMATION
A purchase order from [Company] for [Amount] worth of merchandise listed you as a credit reference.
We would appreciate any information you can provide on the credit history of [Company] with your
company. Key facts would include how long the owner, [Name], has had an account with you and
whether or not she has any outstanding debts. We will keep any information you send us confidential.
I've enclosed a postage paid envelope for your convenience.
Sincerely,
Your name
Your title
©
Telephone contact
C
p
y
r
i
g
h
44 t
E
n
v
OBJECTION MY LORD
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF C.O.D. TERMS
We are in receipt of your order dated [Date] and your request for credit terms.
While we do want to accept your order, we regret we cannot ship on credit terms at the present time,
due to inadequate credit. Accordingly, we propose shipment on C.O.D. terms. We will assume C.O.D.
terms are satisfactory to you unless we are notified of the contrary within [NUMBER] days.
Thank you for your understanding and we appreciate your patronage, with the hope we may more
favorably consider credit requests in the future.
Sincerely,
Your name
©
Your title
C
Telephone contact o
p
r
45 i
g
h
t
E
n
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CREDIT LIMIT INCREASE
Congratulations! Your credit line has been increased to [amount]. Thank you for your business. We
have increased your line of credit so you can make more convenient purchases through [company].
We appreciate your business and hope you enjoy this extra purchasing power.
Sincerely,
Your name
Your title
Telephone contact
46
©
C
OBJECTION MY LORD o
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
o
n
OBJECT: NOTICE OF CREDIT LIMIT C
o
A review of your account indicates a present balance of [Amount] owed to our firm. p
o
Every account is carefully evaluated to establish a credit limit that we believe is consistent not only with r
our interests, but the interests of the customer as well. We have established [Amount], as your credit a
allowance and believe it is appropriate. t
i
Since you are at or near that credit limit, we can ship future orders only on a C.O.D. basis, until your
o
balance is reduced.
n
We would be pleased to review your account with you if you believe an increased credit line is justified. .
2
We are confident you understand the need for this action. 0
0
2
Sincerely, .
A
Your name l
l
Your title
r
Telephone contact i
g
t
47 s
r
e
s
e
r
48
©
C
OBJECTION MY LORD o
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
o
n
OBJECT: NOTICE TO CORRECT CREDIT C
o
A review of our credit report discloses the following adverse credit information: p
o
[Specify] r
a
t
This information is erroneous or incomplete in the following respects: i
o
[Specify] n
.
In accordance with the provisions of the Fair Credit Reporting Act, we request that this letter be made
2
a part of our credit file and thereupon disseminated with any request on us. We further request that this
0
be investigated further with the named creditor and that unless substantiated, then said entry be deleted.
0
2
.
Sincerely, A
l
Your name
l
Your title r
i
Telephone contact g
t
49 s
r
e
s
e
r
C
o
p
y
r
i
g
h
t
E
n
v
i
s
i
o
n
C
o
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p
o
r
a
t
i
o
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.
2
0
0
2
.
A
l
l
r
i
g
h
t
50 s
r
e
s
OBJECTION MY LORD
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO STOP CREDIT CHARGE
Please be advised that on [Date] the undersigned charged a sum of [Amount] on a transaction with
[Company].
We hereby instruct you not to honor said charges or issue payment to the company for the following
reasons:
Thank you for your cooperation.
Sincerely,
Your name
Credit Card Number

©
Telephone contact
C
p
y
r
51 i
g
h
t
E
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: OPENING NEW CREDIT ACCOUNT

Welcome! Your account at [company] has been approved. We are proud to have you as a customer.
[company] is a [number]-year-old company, with [number] locations in [number] states. We supply a

complete line of [products] products to our customers, including [SHORT LIST]. As a leader in this
industry, we strive to provide the best service possible to our customers. Our goal is to be your most
valuable supplier. Customer satisfaction is our number-one priority.
Your approved credit line is [amount], with billing terms of [terms]. Monthly statements are mailed on
the first working day each month. A service charge is added to past-due balances that are not paid by
[date] of the billing month.
We at [company] welcome the opportunity to serve you and look forward to a long and prosperous
relationship.
Sincerely,
Your name
©
Your title
C
Telephone contact o
p
r
i
52
g
h
t
E
OBJECTION MY LORD
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REFUND FOR RETURNED MERCHANDISE
Having received the merchandise, you returned to us on [Date] we are enclosing our check to you in the
amount of [Amount].
Thank you for taking such care in the packing of the returned merchandise.
We are sorry that circumstances prompted the return of this merchandise, but hope that you will
continue to allow us to serve you in the future.
Sincerely,
Your name
Your title
Telephone contact
53
©
C
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
o
n
OBJECT: R EFUND OF DUPLICATE PAYMENT C
o
p
o
Enclosed is our check in the amount of [Amount] which represents a refund for your inadvertent r
duplicate remittance for payment of [Purpose]. a
t
We are pleased that our bookkeeping department discovered this overpayment so quickly.
i
o
n
Sincerely, .
2
0
0
2
Your name .
A
Your title
l
Telephone contact l
r
youremail@yourcompany.com i
g
h
t
s
r
54 e
s
e
r
©
C
OBJECTION MY LORD o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
i
OBJECT: REPLY TO REQUEST ABOUT CREDIT o
n
REJECTION C
o
r
Dear [Contact name], p
o
In response to your request for a statement of our reasons for turning down your recent application for r
credit, our records reveal that your application was not approved because: a
t
i
[Describe] o
n
We appreciate your patronage and invite you to shop with us on a cash basis. .
2
0
Sincerely, 0
2
.
Your name A
l
Your title l
r
Telephone contact
i
youremail@yourcompany.com g
h
t
55 s
r
e
s
e
r
©
C
p
October 18, 2022 y
r
i
Contact Name g
h
Address t
Address2 E
n
i
Zip/Postal Code s
i
o
n
OBJECT: REQUEST FOR CREDIT INFORMATION C
o
r
o
It was with great pleasure that we received your recent order which was entered for immediate shipment r
at our regular [NUMBER] day terms. a
t
To enable us to extend the line of credit you may need for future orders; will you send us the usual credit
i
information? We have enclosed a simplified financial statement form for your convenience.
o
Thank you again for your order. We are looking forward to a long and mutually rewarding business n
relationship. .
2
0
0
Sincerely,
2
.
A
Your name l
l
Your title
r
Telephone contact i
g
t
s
r
56 e
s
e
r
OBJECTION MY LORD
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: DEMAND OF REFUND OF DUPLICATE

PAYMENT
On [Date], this office mailed to you a check in the amount of [Amount] per your [Date] invoice.
After reviewing your file, I realized that this account had been paid in full on [Date]. I am enclosing a
photostat of our cancelled check [Number] in the amount of [Amount].
I would appreciate it if you would reimburse this office for the duplicate payment. I apologize for any
inconvenience this error has caused.
Thank you for your prompt attention to this matter.
Sincerely,
Your name & Details
57
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NEW RESTRICTIONS ON CREDIT
After [Number] months of prompt payments, we've noticed that your last [Number] bills were
[Number] days late. We are concerned about the change in your payment pattern. Rather than cancel
your credit line, we have reduced it [%].
If, after [Number] months, you are current with your bills, we will reevaluate an increase in your credit
line.
Your business is important to us. We hope we can increase your credit line in the future.
Sincerely,
Your name & Address
58
©
C
OBJECTION MY LORD o
p
y
r
i
g
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t
E
n
v
i
s
i
o
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C
o
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p
o
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a
t
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.
2
0
0
2
.
A
l
l
r
i
g
h
t
59 s
r
e
s
e
r
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: W ITHDRAWAL OF C REDIT ON P AST D UE

A CCOUNT
Your file was just placed on my desk for disposition. It seems that your account is seriously past due. We
have valued your business for many years, and can only hope that this lack of payment is only an error
or an oversight. If you have mailed your check, thank you. If not, please advise this office if any
discrepancy exists. I have reviewed the account, and feel I must advise the management to cancel existing
credit lines unless payment is received within [NUMBER] days.
I understand that you have had problems lately, and feel that we have been most accommodating.
Accordingly, I will expect your check no later than [Date].
Sincerely,
Your name
Your title
Telephone contact
60
©
C
OBJECTION MY LORD o
p
A DVERTISING AGENCY AGREEMENT y
r
This Advertising Agency Agreement (the "Agreement") is made and effective this [Date], i
g
BETWEEN: [ADVERTISER NAME] (the "Advertiser"), a corporation organized and existing h
under the laws of the [STATE/PROVINCE], with its head office located at: t
AND: [AGENCY NAME] (the "Agency"), a corporation organized and existing under the laws of the E
[STATE/PROVINCE], with its head office located at: n
v
Agency is in the business of providing advertising agency services for a fee. Advertiser desires to engage i
Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as s
i
set forth.
o
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the n
parties hereto agree as follows: C
o
1. Engagement r
p
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in
o
connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's
r
products as follows:
a
a. Analyze Advertiser's current and proposed products and services and present and potential t
markets. i
o
b. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs. n
.
c. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated
2
with proposed advertising ideas and programs.
0
d. Design and prepare, or arrange for the design and preparation of, advertisements. 0
2
e. Perform such other services as Advertiser may request from time to time such as, but not limited .
to, direct mail advertising preparation, speech writing, publicity and public relations work, A
market research and analysis. l
f. Order advertising space, time or other means to be used for publication of Advertiser's l
advertisements, at all times endeavoring to secure the most efficient and advantageous rates r
available. i
g
h
t
61 s
r
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s
e
r
g. Proof for accuracy and completeness of insertions, displays, broadcasts, or other forms of
advertisements.
h. Audit invoices for space, time, material preparation and charges.
2. Products
Agency's engagement shall relate to the following products and services of Advertiser: [Products]
3. Exclusivity
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the [Country] for Advertiser
with respect to the products described in Section 2 above.
4. Compensation
a. Agency shall receive an amount equal to [Media Commission Rate] of the gross charges levied
by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-
Media Commission Rate] after volume discount, of the charges of suppliers of services or
properties, such as finished art, comprehensive layouts, type composition, photostats,
engravings, printing, radio and television programs, talent, literary, dramatic and musical works,
records and exhibits, purchased by Agency on Advertiser's authorization during the term of this
Agreement; provided that:
(i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone,
telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and
(ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies
when such rate is less than [Outdoor Advertising Commission Rate].
b. For those items where Agency is not compensated on a commission basis, Advertiser shall pay
Agency on an hourly basis for services provided hereunder. The rate will be determined by the
type of services provided and the person or persons providing such services, but in no event shall
the rate exceed [Maximum Hourly Rate] per hour. Advertiser may elect in advance to be
charged on this hourly rate basis. If Advertiser fails to notify Agency of its choice, it shall be
presumed that Advertiser elected to be charged on an hourly rate basis.
c. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior
approval, special projects such as those described in Section 1.F above, Agency shall prepare an
estimate of total charges for any such special project, including therein any charges for materials
or services purchased from outside sources. In the event that Advertiser elects to proceed with
the special project based upon Agency's estimated cost, Agency shall perform the services with
respect to such special project at its estimated cost, subject to modification as mutually agreed
by the parties.
62
OBJECTION MY LORD
d. For any special project or other services provided by Agency pursuant to this Agreement upon
which the parties have not agreed as to charges, Advertiser shall pay Agency at its regular hourly
rates, not to exceed [Amount] per hour.
e. Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket
expenses incurred in the performance of services pursuant to this Agreement unless expressly
agreed by Advertiser in advance.
5. Billing
Agency shall invoice Advertiser for all media costs where possible in advance of Agency's payment date
to allow for prepayment by the Advertiser so that Advertiser may receive the benefit of any available
prepayment or similar discount. For any media purchase or service for which Agency is not entitled to
a commission, Agency shall ensure that the charges to Advertiser are net of all agency commissions and
discounts.
a. Charges for production materials and services shall be billed by Agency upon completion of the
production job or, if cash discounts are available, upon receipt of the supplier's invoice.
b. On all outside purchases other than for media, Agency shall attach to the invoice proof of the
supplier's charges.
c. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and
mechanical work, shall be available to Advertiser, provided that Advertiser meets Agency's
requisite billing terms and there is no outstanding indebtedness of Advertiser to Agency at the
time of the payment to the supplier.
d. Rate or billing adjustments shall be credited or charged to Advertiser on the next following
regular invoice date or as soon as otherwise practical.
e. Invoices shall be submitted in an itemized format and shall be paid by Advertiser within
[NUMBER] days of the invoice date.
6. Competitors
During the term of this Agreement, Agency [May Not] accept employment from, render services to,
represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
product or service directly or indirectly competitive with or similar to any product or service of
Advertiser with respect to which the Agency is providing any service pursuant to this Agreement.
7. Cost Estimates
63
Agency shall not commence work on any project pursuant to this Agreement without first estimating
costs for preparation, including copy, service, layout, art, engraving, typography, processing, paste up
and production. After determining the estimated cost, completion of the work shall be subject to
Advertiser's prior approval.
8. Audit Rights
Agency agrees that following reasonable prior notice any and all contracts, agreements, correspondence,
books, accounts and other information relating to Advertiser's business or this Agreement shall be
available for inspection by Advertiser and Advertiser's outside accountants, at Advertiser's expense.
9. Ownership and Use
a. Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and
all right, title and interest in and to, including copyrights, trade secret, patent and other
intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics,
or other work or thing created by Agency or at Agency's direction for Advertiser pursuant to
this Agreement and utilized by Advertiser.
b. Upon termination, Advertiser agrees that any advertising, merchandising, package, plan or idea
prepared by Agency and submitted to Advertiser (whether submitted separately or in
conjunction with or as a part of other material) which Advertiser has elected not to utilize, shall
remain the property of Agency, unless Advertiser has paid Agency for its services in preparing
such item. Advertiser agrees to return to Agency any copy, artwork, plates or other physical
embodiment of such creative work relating to any such idea or plan which may be in Advertiser's
possession at termination or expiration of this Agreement.
c. Materials and advertisements created by Agency pursuant to this Agreement may be used by
Advertiser outside [COUNTRY] without additional compensation, provided that Advertiser
shall be responsible for any additional expense associated with such use, such as charges for
translation and amounts due talent. Agency's obligations in Section 10.A. above shall not apply
with respect to any such foreign use.
10. Indemnification and Insurance
a. Agency shall indemnify and hold Advertiser harmless with respect to any claims, loss, suit,
liability or judgment suffered by Advertiser, including reasonable attorney's fees and costs, based
upon or related to any item prepared by Agency or at Agency's direction, including, but not
limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of
copyright or other intellectual property interest, except where any such claim arises out of
material supplied by Advertiser and incorporated into any materials or advertisement prepared
by Agency. Agency agrees to procure and maintain in force during the term of this Agreement,
at Agency's expense, an advertising agency liability policy or policies having a minimum limit of
64
OBJECTION MY LORD
at least [Insurance Policy Amount], naming Advertiser as an additional insured and loss payee
under such policy or policies.
b. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss,
liability, damage or judgment suffered by Agency, including reasonable attorney's fees and court
costs, which results from the use by Agency of any material furnished by Advertiser or where
material created by Agency or at the direction of Agency subject to the indemnification in
subsection A. above is materially changed by Advertiser. Information or data obtained by
Agency from Advertiser to substantiate claims made in advertising shall be deemed to be
"material furnished by Advertiser to Agency".
c. In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or
in the event of any court action or other proceeding challenging any advertising prepared by
Agency, Agency shall assist in the preparation of the defense of such action or proceeding and
cooperate with Advertiser and Advertiser's attorneys.
11. Term
The term of this Agreement shall commence on [Start Date] and shall continue in full force and effect
until terminated by either party upon at least [NUMBER] days prior written notice, provided that in
no event (except breach) may this Agreement be terminated prior to [Earliest End Date]. The rights,
duties and obligations of the parties shall continue in full force during or following the period of the
termination notice until termination, including the ordering and billing of advertising in media whose
closing dates follow then such period.
12. Rights Upon Termination
a. Upon termination of the Agreement, Agency shall transfer, assign and make available to
Advertiser all property and materials in Agency's possession or subject to Agency's control that
are the property of Advertiser, subject to payment in full of amounts due pursuant to this
Agreement
b. Upon termination, Agency agrees to provide reasonable cooperation in arranging for the
transfer or approval of third party's interest in all contracts, agreements and other arrangements
with advertising media, suppliers, talent and others not then utilized, and all rights and claims
thereto and therein, following appropriate release from the obligations therein.
13. Default
65
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement,
then the other party may provide written notice of such default and if such default is not cured within
[NUMBER] days of the written notice, then the non-defaulting party may terminate this Agreement.
14. Notices
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Advertiser:
[Advertiser]
[Advertiser's Address]
If to Agency:
[Agency]
[Agency's Address]
15. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
16. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
17. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the state of
[State/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement as of
the date first above written.
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OBJECTION MY LORD
ADVERTISER AGENCY
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AMENDMENT TO SALES CONTRACT y
r
This Amendment to that certain Sales Contract dated [DATE], (the “Sales Contract”), is made [DATE] i
g
BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws h
of [STATE/PRIOVINCE], with its head office located at: t
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of E
[STATE/PRIOVINCE], with its head office located at: n
v
WHEREAS, the parties wish to amend certain terms of the Sales Contract; and WHEREAS, certain i
capitalized terms not otherwise defined herein are defined in the Sales Contract; s
i
THEREFORE, the parties agree as follows:
o
1. Price Change n
C
Section [Specify] of the Sales Contract is hereby amend to provide that the price for the Products shall, o
after the date hereof, be the price announced publicly from time to time by Seller, less a 10% discount. r
p
2. Payment
o
The first sentence of Section [SPECIFY] of the Sales Contract is deleted and replaced by the following r
sentence: “Payment in full for all Products shall be made by Buyer within 45 days of receipt of the a
applicable invoice from Seller.” t
i
3. Deletion o
n
Section [SPECIFY] of the contract is hereby deleted and is no longer applicable after the date hereof.
.
4. Payment 2
0
In consideration for the various accommodations made herein, Buyer shall pay to Seller the sum of 0
[AMOUNT] simultaneously upon execution of this Amendment. 2
5. Entire Agreement .
A
This Amendment, together with the Sales Contract, constitutes the final, complete and exclusive l
statement of the agreement between the parties pertaining to their subject matter and supersedes any l
and all prior and contemporaneous understandings or agreements of the parties. r
i
6. Modification g
h
t
s
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s
e
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OBJECTION MY LORD
This Amendment may be supplemented, amended or modified only by the mutual agreement of the
parties. No supplement, modification or amendment of this Amendment shall be binding unless it is in
writing and signed by both parties.
7. Inconsistency
In the event of any conflict between this Amendment and the Sales Contract, the terms of this
Amendment shall govern.
8. Sales Contract Continuance
Except with respect to the changes effected by this Amendment, the Sales Contract continues to remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on [DATE].
SELLER BUYER
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BILL OF SALE y
r
This Bill of Sale (the ”Agreement”) is made and effective [DATE], i
g
BETWEEN: [SELLER NAME] (the “Seller”) , a corporation organized and existing under the laws h
of the [STATE/PROVINCE], with its head office located at: t
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the E
v
For good and valuable consideration, the Seller hereby sells and transfers possession of the following i
goods in their present condition and location to the Buyer, and its successors and assigns forever, the s
following described goods i
o
[DETAILED LIST OF GOODS]. n
Seller warrants and represents that he/she has good title to said property, full authority to sell and C
transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, o
liabilities and adverse claims, of every nature and description. r
Seller further warrants that it shall sully defend, protect, indemnify and save harmless the Buyer and its p
lawful successors and assigns from any and all adverse claim, that may be made by any party against said o
goods. r
a
The Buyer acknowledges examining the goods and buying them "as and where is" completely at the t
Buyer's risk and promises not to make any claims against the Seller based upon alleged express or implied i
representations, warranties or collateral agreements as to the merchantability of the goods or as to their o
fitness for any particular purpose or as to their safe use. n
.
It is provided, however, that Seller disclaims any implied warranty of condition, merchantability or
2
fitness for a particular purpose. Said goods being in their present condition "as is" and "where is."
0
IN WITNESS WHEREOF, this Bill of Sale is executed in duplicate under seal on [DATE].
0
Signed, sealed and delivered to the Buyer in the presence of: 2
.
A
l
BUYER SELLER
l
r
i
Authorized Signature Authorized Signature g
h
t
Print Name and Title Print Name and Title s
r
70 e
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BILL OF SALE – WITH ENCUMBRANCES y
r
This Bill of Sale (the “Agreement”) is made and effective [DATE], i
g
BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws h
v
For good and valuable consideration, the Seller hereby sells and transfers possession of the following i
goods in their present condition and location to the Buyer, and its successors and assigns forever, the s
following described goods: i
o
[DETAILED LIST OF GOODS]. n
The Seller warrants that it owns the goods but stipulates that they are being sold subject to the following C
encumbrance(s) in the following amount(s): o
r
[ENCUMBRANCE DESCRIPTION - ENCUMBRANCE AMOUNT]. p
o
The Buyer acknowledges buying the goods subject to the above encumbrance(s) and promises to pay
r
the encumbrance(s) and to indemnify and save the Seller harmless from any claim(s) based on failure to
a
pay off the encumbrance(s).
t
Executed under seal in duplicate on [DATE]. i
o
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE]. n
.
BUYER SELLER
2
0
0
.
A
Print Name and Title Print Name and Title l
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BULK SALE AGREEMENT y
r
This Bulk Sale Agreement (the “Agreement”) is made and effective [DATE], i
g
BETWEEN: [SELLERS NAME] (the “Sellers”), a corporation organized and existing under the laws h
v
THEREFORE, the parties agree as follows: i
s
i
1. AGREEMENT TO SELL o
n
C
o
The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of
r
goods, wares and merchandise belonging to the Sellers, and now located at [location], together with all
p
furniture and fixtures therein, belonging to the Sellers.
o
r
a
2. COMPANY CLOSED FOR INVENTORY t
i
o
Upon the execution and delivery of this contract, properly signed and executed, and the payment of the n
earnest money hereinafter mentioned, the location shall be closed temporarily, and an inventory taken .
immediately, and delivered to the Buyer, at the invoice cost [AMOUNT], without including 2
transportation charges or expenses, deducting, however, any depreciation on account of damages, wear 0
and tear. 0
2
.
3. INVOICE VALUATION OR ARBITRATION A
l
l
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The goods, wares and merchandise and furniture and fixtures shall be inventoried at [location]. i
g
h
4. TIME TO COMPLETE INVENTORY t
s
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OBJECTION MY LORD
Ten days shall be allowed to complete the inventories, upon which date all of the property shall be
thereupon delivered by the Sellers to the Buyer.
5. LIQUIDATED DAMAGES
All the stipulations, agreements and conditions contained in this contract are to apply to and to bind
the heirs, executors and administrators of the respective parties hereto, and, in case of failure, the parties
bind themselves each to the other in the sum of [AMOUNT], as fixed and settled damages to be paid
by the failing party.
6. DEPOSIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW
The Buyer, in consideration of the premises, shall, upon the execution of this contract, deposit in escrow
in the [NAME] Bank, the sum of [AMOUNT] as earnest money to bind the trade, the sum to be
returned to the Buyer in case the Sellers fail to make good title to the property, and upon the
consummation of the deal and the tender of the Sellers to the Buyer of their certain bill of sale to the
property, showing that the Sellers have complied with all the requirements and conditions of the Bulk
Sales Law of [jurisdiction] and that they will furnish to Buyer a full and complete list of all creditors of
the company, together with the amounts due the creditors, that the creditors shall be immediately paid
in full such amounts as may be due them, and that the total amount shown to be due by the Sellers shall
be deposited in escrow in [name] Bank, until all creditors of the company shall give a release of their
claim against the company, or the individual members thereof, the Buyer shall pay to the Sellers the total
amount of the invoice in cash and the payment shall be accepted in full payment for the property.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE].
BUYER SELLER
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[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
i
OBJECT: BULK SALES NOTICE o
n
C
o
Please take notice that on [Date], [Seller] shall make a bulk sale or transfer of its goods to [Buyer]. p
o
To the knowledge of Buyer, the Seller has not done business under any other name during the past three r
years. All debts of the Seller shall be paid in full as they fall due as part of this bulk sale. a
t
Creditors are directed to send all bills to:
i
o
n
Name .
2
0
Address 0
2
The sale shall occur ten or more days from the date of receipt of this notice. .
A
Sincerely,
l
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Buyer i
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C HECKLIST FOR PARTNERSHIP AGREEMENT y
r
i
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1. Name of Partnership h
t
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2. Names of Partners, Contribution to Capital and Distribution of Profit i
s
i
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C
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p
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3. Description of Business
r
a
t
i
o
n
.
2
0
0
4. Commencement Date
2
.
A
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5. Term of Partnership (if any) l
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6. Place of Business (if any)
7. Fiscal Year End
8. Accounting/Valuation Principles (seek professional advice)
9. Banking Arrangements
10. Management Duties/Decisions
11. Restrictions on Partners
12. Signing Authority
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OBJECTION MY LORD
13. Drawing Arrangements
14. Retirement/Death Arrangements
15. Non-Competition Clause?
16. Admission/Expulsion of Partners
17. Voluntary Dissolution of Partnership
18. Dispute Arbitration Clause?
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COMMITMENT FORM y
r
This Commitment Form (the “Agreement”) is made and effective on [DATE], i
g
BETWEEN: [CLIENT NAME] (the “Client”), a corporation organized and existing under the laws h
AND: [FIRM NAME] (the "Firm"), a corporation organized and existing under the laws of the E
v
WHEREAS, the parties agree to certain terms on services to be performed by the Firm for the Client; i
s
THEREFORE, the parties agree as follows: i
o
n
1. TERMS C
o
This commitment form is to serve as Client's written authorization for Firm to perform services and/or
r
contract with suppliers for the above-described items or services. Client's signature also indicates
p
understanding of estimates, prices, terms and liability to Firm for said items or services. Alterations or
o
revisions of above specifications involving extra costs will be executed only upon additional written
r
orders.
a
t
i
2. DESCRIPTION OF THE SERVICES o
n
The following services are to be performed by the Firm for the Client for the sum of [AMOUNT]:
.
[DESCRIBE SERVICES] 2
0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE]. 0
2
.
FIRM CLIENT A
l
l
Authorized Signature Authorized Signature r
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CONDITIONAL SALE AGREEMENT y
r
This Conditional Sale Agreement (the “Sales Contract”), is made and effective [DATE], i
g
BETWEEN: [SELLER NAME], [FULL ADDRESS] (the “Seller”), a corporation organized and h
existing under the laws of [STATE/PRIOVINCE], with its head office located at: t
AND: [BUYER NAME], [FULL ADDRESS] (the "Buyer"), a corporation organized and existing E
under the laws of [STATE/PRIOVINCE], with its head office located at: n
v
The undersigned Buyer agrees to purchase from Seller the following goods: i
s
[DESCRIBE] i
Cash price $ o
n
Sales tax (if any) $ C
o
Finance charge $
r
Insurance (if any) $ p
o
Other charges (if any) $ r
a
Total purchase price $
t
Less: i
o
Down payment $ n
Other credits $ .
2
Total credits $ 0
0
Amount financed $ 2
Annual interest rate % .
A
l
l
The amount financed is payable in [NUMBER] (weekly/monthly) installments of [AMOUNT] each,
r
commencing one (week/month) from date hereof.
i
Title to goods is retained by Seller until payment of full purchase price, subject to allocation of payments g
h
t
79 s
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and release of security as required by law. The undersigned agrees to keep the goods safely, free from
other liens and at the below address.
The full balance shall become due on default; with the undersigned paying all reasonable attorney fees
and costs of collection. Upon default, Seller shall have the right to retake the goods, hold and dispose of ©
them and collect expenses, together with any deficiency due from Buyer; but subject to the Buyer's right C
to redeem pursuant to law. o
p
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE]. y
r
SELLER BUYER
i
g
h
Authorized Signature Authorized Signature t
E
n
Print Name and Title Print Name and Title v
i
s
i
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C
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o
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a
t
i
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.
2
0
0
2
.
A
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CONTRACT FOR THE MANUFACTURE AND SALES y
r
OF GOODS i
g
This Sales Agreement (the “Sales Contract”) is made on [DATE],
h
BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws t
of [STATE/PRIOVINCE], with its head office located at: E
n
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of v
[STATE/PRIOVINCE], with its head office located at: i
s
1. DESCRIPTION OF MANUFACTURE AND SALE
i
Seller agrees to manufacture and sell to buyer the following goods: o
n
[describe goods and set forth specifications] (the “goods”). C
o
2. PAYMENT
r
Buyer agrees to pay for the goods as follows: [%] down within [NUMBER] days after execution of this p
agreement; [%] within [NUMBER] days after seller notifies buyer of opportunity to inspect and seller’s o
intent to make delivery at expiration of [NUMBER] days from notice; and [%] upon delivery. If seller r
should regard its prospect of receiving the last payment insecure, it may demand payment prior to a
delivery. t
i
3. DELIVERY SCHEDULE o
Seller shall commence to manufacture within [NUMBER] weeks following receipt of buyer’s initial n
deposit. Subject to the provisions of Section Five, seller will complete such manufacturing and make the .
goods available for inspection at seller’s plant not later than [DATE]. If buyer’s inspection discloses 2
defects or adjustments, seller shall have a reasonable time to correct such defects and make such 0
adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment 0
inspection. Seller shall within [NUMBER] days of inspection cause the goods to be appropriately 2
packaged and shipped to [address], [city], [state/province], or to such other destination specified by .
buyer. Seller shall pay all expenses of packaging and preparations for shipment and buyer shall pay all A
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costs of shipment, including insurance on both seller’s and buyer’s respective interests. l
C
l
o
4. EXCUSE FOR NONPERFORMANCE r
p
i
Seller’s obligations under this agreement are accepted subject to strikes, labor troubles (including strikes y
g
or labor troubles affecting any suppliers of seller), floods, fires, acts of God, accidents, delays, shortage r
h
i
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g
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of cars, contingencies of transportation and other causes of like or different character beyond the control
of seller. Impossibility of performance by reason of any legislative, executive or judicial act of any
governmental authority shall excuse performance of or delay in performance of this agreement.
5. WARRANTIES AND LIMITATIONS
Seller warrants that the goods shall be delivered free of the rightful claim of any third person by way of
patent infringement, and if buyer receives notice of any claim of such infringement, it shall, within
[NUMBER]days, notify seller of such claim. If buyer fails to forward such notice to seller, it shall be
deemed to have released seller from this warranty as to such claim.
THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES

WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT.
6. ENTIRE AGREEMENT
The parties agree that this constitutes the entire agreement and there are no further items or provisions,
either oral or otherwise. Buyer agrees that it has not relied upon any representations of seller as to
prospective performance of the goods, but has relied upon its own inspection and investigation of the
subject matter.
The parties have executed this agreement at [designate place of execution] the day and year first above
written.
SELLER BUYER
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CONTRACT FOR THE SALE OF GOODS y
r
i
g
This Sales Agreement (the “Agreement”) is made on [DATE], (the “Sales Contract”), h
BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws t
of [STATE/PRIOVINCE], with its head office located at: E
n
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of v
[STATE/PRIOVINCE], with its head office located at: i
s
i
1. SALE OF GOODS o
n
Seller shall sell, transfer and deliver to buyer on or before [date], the following personal property: C
o
[description of goods]
r
2. CONSIDERATION p
o
Buyer shall accept the goods and pay the sum of [Amount] for the goods. r
a
3. IDENTIFICATION OF GOODS
t
Identification of the goods to this agreement shall not be deemed to have been made until both buyer i
and seller have specified that the goods in question are to be appropriated to the performance of this o
agreement. n
.
4. PAYMENT ON RECEIPT 2
Buyer shall make payment for the goods at the time when, and at the place where, the goods are received 0
by buyer. 0
2
OR .
A
INSTALLMENT PAYMENT CLAUSE l
Buyer agrees to pay for the [equipment, machinery or the like] in the following manner: the initial l
payment payable with this order, and the remaining balance in monthly payments together with r
monthly charge for service, all as stated on the face of this agreement; the billing for monthly payments i
will commence for each [e.g., machine] when installed ready for buyer’s use, with succeeding payments g
on the same day of every month until total price shall have been paid in full. h
t
83 s
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5. RECEIPT CONSTRUED AS DELIVERY
Goods shall be deemed received by buyer when delivered to buyer at [address], [city], [state/province].
6. RISK OF LOSS
The risk of loss from any casualty to the goods, regardless of the cause, shall be on seller until the goods
have been accepted by buyer.
7. WARRANTY OF NO ENCUMBRANCES
Seller warrants that the goods are now free, and that at the time of delivery shall be free from any security
interest or other lien or encumbrance.
8. WARRANTY OF TITLE
Furthermore, seller warrants that at the time of signing this agreement seller neither knows, nor has
reason to know, of the existence of any outstanding title or claim of title hostile to the rights of seller in
the goods.
9. RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods on arrival and, within [NUMber] business days after
delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or
grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer
to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.
written.
SELLER BUYER
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DISTRIBUTION AGREEMENT y
r
This Distribution Agreement (the” Agreement”), is made and effective [DATE], i
g
BETWEEN: [COMPANY NAME] (the “Company”), a corporation organized and existing under h
the laws of the [STATE/PROVINCE], with its head office located at: t
AND: [DISTRIBUTOR NAME] (the "Distributor"), a corporation organized and existing under the E
laws of the [STATE/PROVINCE], with its head office located at: n
v
WHEREAS the Company wishes to market the Products described in Schedule A (the "Products") i
through the Distributor, it is agreed as follows: s
i
1. DEFINITIONS
o
When used in this Agreement, the following terms shall have the respective meanings indicated, such n
meanings to be applicable to both the singular and plural forms of the terms defined: C
o
“Agreement” means this agreement, the Schedules attached hereto and any documents included by r
reference, as each may be amended from time to time in accordance with the terms of this Agreement; p
o
“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special
r
devices manufactured by Company and used in connection with the operation of the Goods.
a
Accessories may be deleted from or added to Exhibit A and their specifications and design may be t
changed by Company at its sole discretion at any time by mailing written notice of such changes to i
Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is o
sent to Distributor. n
.
“Affiliate means” any company controlled by, controlling, or under common control with Company. 2
Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or 0
indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or 0
hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or 2
more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, .
now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, A
now or hereafter, directly or indirectly, in control. l
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“Customer” means any person who purchases or leases Products from Distributor.
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“Delivery Point” means Company's facilities at [FULL ADDRESS]. Delivery point means i
Distributor's facilities at [FULL ADDRESS]. g
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“Exhibit” means an exhibit attached to this agreement.
“Goods” means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B
and their specifications and design may be changed by Company at its sole discretion at any time by
mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER]
days following the date notice thereof is sent to Distributor.
“Products” means Goods, Accessories, and Spare Parts.
“Spare Parts means”: (i) all parts and components of the Goods; (ii) any special devices used in
connection with the maintenance or servicing of the Goods. Company warrants that a complete list of
Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their
specifications and design may be changed by Company at its sole discretion at any time by mailing
written notice of such changes to Distributor. Each change shall become effective [NUMBER] days
following the date notice thereof is sent to Distributor.
“Specifications” means those specifications set forth in Exhibit D.
“Territory” means the following geographic area or areas: [SPECIFY].
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or
not registered, used to represent or describe the Products of Company, as set forth in Exhibit E.
2. APPOINTMENT OF DISTRIBUTOR
1.1 Appointment
Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the

Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent
its distributors located elsewhere from supplying Products for sale or use within the Territory and that
it has no obligation to do so.
OR
Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory,
and Distributor accepts that position.
a. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or
servicer in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any
Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated
by Distributor for use or resale within the Territory (except pursuant to any agreement effective at
the time this Agreement became applicable to the service so provided), and (iii) shall use its best
efforts to prevent any party other than Distributor from seeking customers for the Products in the
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OBJECTION MY LORD
Territory, from establishing any branch related to the distribution of Products in the Territory, or
from maintaining any distribution depot with respect to the Products in the Territory.
b. Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than
a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason
to know at the time of its sale of that Product that such resale was likely to occur, Company shall,
immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale
immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor
[PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale
was contracted, which payment shall represent a recapture of certain advertising and capital
expenditures made by Distributor. Nothing contained in this Section shall affect any other right or
remedy which Distributor may have pursuant to this Agreement.
2. Referrals
If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the
Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause
that Affiliate to, refer such party to Distributor for handling.
3. Relationship of Parties
a. Distributor is an independent contractor and is not the legal representative or agent of Company
for any purpose and shall have no right or authority (except as expressly provided in this Agreement)
to incur, assume or create in writing or otherwise, any warranty over any of Company's employees,
all of whom are entirely under the control of Company, who shall be responsible for their acts and
omissions.
b. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof,
maintain full insurance under any Workmen's Compensation Laws effective in the state or other
applicable jurisdiction covering all persons employed by and working for it in connection with the
performance of this Agreement, and upon request shall furnish Company with satisfactory evidence
of the maintenance of such insurance.
c. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal
Social Security Laws and State Unemployment Compensation Laws or other payments under any
laws of similar character in any applicable jurisdiction as to all persons employed by and working for
it.
d. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture
relationship between the parties.
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4. Sale of Products by Distributor
Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in
the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of
Products in the Territory.
a. The parties have consulted together and now agree that if Distributor's best efforts are used as
provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will
be purchased and distributed in the Territory during the first year of this Agreement.
b. At the beginning of each subsequent year hereunder the parties will consult together in good
faith and agree on the Annual Market Potential applicable to that year; provided, however, that
if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply
to the current year.
5. Competing Products
Distributor agrees that it will not distribute or represent any Products in the Territory which compete
with the Products during the term of this Agreement or any extensions thereof.
6. Advertising
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any
extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all
times during the term of the distributorship created by this Agreement and any extension thereof,
Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor
to promote the sale of the Products.
a. Distributor shall submit examples of all proposed advertisements and other promotional
materials for the Products to Company for inspection and Distributor shall not use any such
advertisements or promotional materials without having received the prior written consent of
Company to do so.
b. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title
or interest in or to Company's Trademarks.
7. New Products
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture

or
distribute, any product other than the Products, Company shall immediately notify, or cause such
Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may
request from Company distribution rights for that product in the Territory, or any portion thereof, and
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OBJECTION MY LORD
if so requested, Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights
to Distributor on
terms and conditions no less favorable than those provided in this Agreement with respect to Products.
If Distributor does not obtain those distribution rights or obtains them only for a portion of the
Territory, and Company or an Affiliate later desires to offer those distribution rights for the Territory
or any portion thereof to another party, Company shall first, or shall cause such Affiliate to first, make
that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer.
That offer shall contain a full description of the subject product and its operation.
Distributor may request, and Company shall promptly provide, or shall cause such Affiliate promptly
to provide, further information concerning the product or the offer. If Distributor fails to accept such
offer, Company or the Affiliate may then offer the product to another party for distribution in the
Territory, but may not offer it on terms and conditions more favorable than those offered to
Distributor. If Company or the Affiliate desires to make a better offer to another party, Company shall
first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the
procedure set forth above.
8. Distributor Sales, Service and Storage Facilities
a. Distributor shall, at its expense, engage and maintain a sales, service and parts handling
organization in the Territory, staffed with such experienced personnel as are necessary to enable
distributor to perform its obligations under this Agreement.
b. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable
it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and
other necessary servicing of Products sold by Distributor. To assist Distributor in the discharge
of this service and maintenance function, Company shall provide service and maintenance
training, without charge, to any reasonable number of Distributor's personnel as Distributor
shall designate.
c. Distributor shall, at its expense, at all times store and maintain its inventory of Products in
accordance with current, applicable instructions issued by Company from time to time.
i. Distributor shall, at its expense, deliver one copy of Company's current,

applicable operation and maintenance manual to each Customer at the time of
sale and, at that time, Distributor shall, at its expense, fully explain and
demonstrate to the customer the proper method of operating and maintaining
the Products.
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d. Distributor shall mail to Company, during the term of the distributorship created by this
Agreement and any extension thereof, prompt written notice of the address of each location at
which products are stored, and the address of each facility established by Distributor to sell and
service the Products. Company may, through its designated agent, inspect all such locations and
facilities and the operations conducted therein at any time during normal business hours.
9. Training of Distributor
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor
information, materials, manuals and other technical documents necessary to enable Distributor to
perform its obligations under this Agreement and, in particular, to carry out the warranty repairs
pursuant to ARTICLE 4 of this Agreement. Throughout the term of this Agreement and any extension
thereof, Company shall continue to give Distributor such technical assistance as Distributor may
reasonably request. Distributor shall reimburse Company for all reasonable out-of-pocket expenses
incurred by Company in providing technical assistance.
10. Spare Parts and Accessories
Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of
Goods. No Spare Parts or Accessories not manufactured by Company shall be used in connection with
the Goods unless they have been approved in writing by Company.
11. Confidential Information
Written Technical data, drawings, plans and engineering in technical instructions pertaining to the
Products are recognized by Distributor to be secret and confidential and to be the property of Company.
Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and
shall not, without the prior written consent of Company, (i) be disclosed by Distributor to any person,
firm or corporation, excepting those salaried employees of Distributor who are required to utilize such
items in connection with the sale, inspection, repair or servicing of Products during the term of the
distributorship created by this Agreement or any extension thereof, or (ii) be disclosed to any person,
firm or corporation,
or copied or used by Distributor, its employees or agents at any time following the expiration or
termination of the distributorship created by this Agreement or any extension thereof, except where
such use is necessary in order to maintain or service Products still covered by the warranty provisions of
ARTICLE 4 at the time of such expiration or termination. Company may require as a condition to any
disclosure by Distributor pursuant to this Section that any salaried employee to whom disclosure is to
be made sign a secrecy agreement, enforceable by Company, containing terms satisfactory to Company.
13. TERMS OF PURCHASE AND SALE OF PRODUCTS
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a. Distributor shall purchase its requirements for the Products from Company. Such
requirements shall include (i) purchasing and maintaining an inventory of Products that is
sufficient to enable Distributor to perform its obligations hereunder, and (ii) at least one (1)
demonstration model of the Goods and Accessories.
b. Each order for Products submitted by Distributor to Company shall be subject to the
written acceptance of Company, and Company may, in its own discretion, accept or reject
any order for Products without obligation or liability to Distributor by reason of its rejection
of any such request.
c. Company shall supply to Distributor sufficient Products to enable Distributor to meet the
full demand for Products in the Territory.
d. All orders for Products transmitted by Distributor to Company shall be deemed to be

accepted by Company at the time such orders are received by Company to the extent that
they are in compliance with the terms of this Agreement and Company shall perform in
accordance with all accepted orders. Company shall confirm its receipt and acceptance of
each order written [NUMBER] days of receipt of the order.
e. Purchases for Resale only. All Products purchased by Distributor shall be purchased solely
for commercial resale or lease, excepting those Products reasonably required by Distributor
for advertising and demonstration purposes.
14. Order Procedure
a. Each order for Products issued by Distributor to Company under this Agreement shall identify
that it is an order and shall further set forth the delivery date or dates and the description and
quantity of Products which are to be delivered on each of such dates. An order for Products
shall not provide a delivery date less than [NUMBER] days after the date that order is delivered
to Company.
b. The individual contracts for the sale of Products formed by Distributor's submission of orders
to Company pursuant to the terms and conditions hereof shall automatically incorporate, to
the extent applicable, the terms and conditions hereof, shall be subject only to those terms and
conditions (together with all terms in orders which are contemplated by this Agreement) and
shall not be subject to any conflicting or additional terms included in any documents exchanged
in connection therewith.
15. Cancellation of Orders
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All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be
confirmed in writing. If Distributor cancels an order, which has been accepted by Company,
Distributor shall reimburse Company for any cost incident to such order incurred by Company prior
to the time it was informed of the cancellation.
16. Purchase Price
The prices for Goods, and any discounts applicable thereto, are set forth in Exhibit B. The prices for
Accessories, together with any discounts applicable thereto, are set forth in Exhibit A. The prices for
Spare Parts, together with any discounts applicable thereto, are set forth in Exhibit C. All prices are
F.O.B. the Delivery Point. If the price for any Product is not set forth on Exhibit A, B or C and
Distributor nevertheless orders such a Product from Company, the parties hereby evidence their
intention thereby to conclude a contract for the sale of that Product at a reasonable price to be
determined by the Parties mutually negotiating in good faith.
17. Price Changes
Company reserves the right, in its sole discretion, to change prices or discounts applicable to the
Products. Company shall give written notice to Distributor of any price change at least [NUMBER]
days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice
of such price change shall remain applicable to all orders received by Company prior to that effective
date.
18. Packing
Company shall, at its expense, pack all Products in accordance with Company's standard packing
procedure, which shall be suitable to permit shipment of the Products to the Territory; provided,
however, that if Distributor requests a modification of those procedures, Company shall make the
requested modification and Distributor shall bear any reasonable expenses incurred by Company in
complying with such modified procedures which are in excess of the expenses which Company would
have incurred in following its standard procedures.
19. Delivery: Title and Risk of Loss
All deliveries of Products sold by Company to Distributor pursuant to this Agreement shall be made
F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Company to
Distributor at the Delivery Point. Distributor shall be responsible for arranging all transportation of
Products, but if requested by Distributor, Company shall, at Distributor's expense, assist Distributor in
making such arrangements. Distributor shall also procure insurance for the transportation of the
Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the
event that Company is requested to assist Distributor in arranging for transportation, Distributor shall
reimburse Company
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for all costs applicable to the Products following their delivery to Distributor, including, without
limitation, insurance, transportation, loading and unloading, handling and storage. Distributor shall pay
all charges, including customs duty and sales tax, incurred with respect to the Products following their
Delivery to the carrier or forwarder.
20. Inspection and Acceptance
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to
determine whether any item or items included in the shipment are in short supply, defective or damaged.
Within [NUMBER] days of receipt of the shipment, Distributor shall notify Company in writing of
any shortages, defects or damage which Distributor claims existed at the time of delivery. Within
[NUMBER] days after the receipt of such notice, Company will investigate the claim of shortages,
defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any
which Company determines, in
its sole discretion, were in short supply, defective or damaged at the time of delivery.
21. Payment
Upon delivery and acceptance of Products, Company may submit to Distributor Company's invoice
for those Products. Distributor shall pay each such proper invoice within [NUMBER] days after
Distributor's receipt of that invoice. Payment shall be made in [CURRENCY] to a bank account to be
notified in writing by Company to Distributor.
22. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties and there are no commitments,
agreements, or understandings between the parties other than those expressly set forth herein. This
agreement shall not be altered, waived, modified, or amended except in writing signed by the parties
hereto and notarized.
23. ARBITRATION
Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled
by arbitration to be held in the [CITY, STATE], in accordance with the law in this jurisdiction, and
judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction
thereof.
24. SECRECY
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Distributor agrees not to disclose or use, except as required in Distributor's duties, at any time, any
information disclosed to or acquired by Distributor during the term of this contract. Distributor agrees
that all confidential information shall be deemed to be and shall be treated as a sole and exclusive
property of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on [DATE].
PRINCIPAL AGENT
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OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: LETTER OF UNDERSTANDING REGARDING

TERMS OF PROPOSED CONTRACT
This will confirm that which we discussed during our telephone conversation earlier today.
It is agreed that your firm, [Name of firm], will provide [Specify] for the [Name of project] while we
will provide [Specify], to your specifications, and all funds necessary, up to [amount] to complete the
[Intent].
If this meets with your understanding of our conversation, please sign a copy of this letter and return it
to my office. Upon our receipt of this verified letter, we will forward same to our attorneys for final
contract drafting and revisions.
It was a pleasure speaking with you, and I hope to join you soon for a toast to our mutual success in the
[Project].
Sincerely,
Your name
Your title
Telephone contact
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PARTNERSHIP AGREEMENT y
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This Partnership Agreement ("Agreement") is made and effective this [Date], i
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BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and h
existing under the laws of the [STATE/PROVINCE], with its head office located at: t
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AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing v
under the laws of the [STATE/PROVINCE], with its head office located at: i
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RECITALS i
A. Partners desire to join together for the pursuit of common business goals. o
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B. Partners have considered various forms of joint business enterprises for their business activities. C
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C. Partners desire to enter into a partnership agreement as the most advantageous business form
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for their mutual purposes.
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D. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE o
OR ACT]. r
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In consideration of the mutual promises contained in this agreement, partners agree as follows: t
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1. NAME AND DOMICILE
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The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], n
[state/province], unless relocated by consent of the partners. .
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2. Purposes 0
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in 0
the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or 2
incidental to or desirable in connection with the foregoing. .
A
3. DURATION OF AGREEMENT l
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The term of this agreement shall be for [number] years, commencing on [date], and terminating on r
[date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of i
this agreement. g
4. CLASSIFICATION AND PERFORMANCE BY PARTNERS h
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a. Partners shall be classified as active partners, advisory partners, or estate partners. s
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OBJECTION MY LORD
b. An active partner may voluntarily become an advisory partner, may be required to become one
irrespective of age, and shall automatically become one after attaining the age of [age] years, and
in each case shall continue as such for [number] years unless the partner sooner withdraws or
dies.
c. If an active partner dies, the partner’s estate will become an estate partner for [number] years. If
an advisory partner dies within [Number] years of having become an advisory partner, the
partner will become an estate partner for the balance of the [number]-year period.
d. Only active partners shall have any vote in any partnership matter.
e. At the time of the taking effect of this partnership agreement, all the partners shall be active
partners except [name] and [name], who shall be advisory partners.
f. An active partner, after attaining the age of [age] years, or prior to that age if the [executive
committee or as the case may be] with the approval of [two-thirds or as the case may be] of all
the other active partners determines that the reason for the change in status is bad health, may
become an advisory partner at the end of any calendar month on giving [number] calendar
months’ prior notice in writing of the partner’s intention to do so. The notice shall be deemed
to be sufficient if sent by registered mail addressed to the partnership at its principal office at
[address], [city], [state/province] not less than [number] calendar months prior to the date
when the change is to become effective.
g. Any active partner may at any age be required to become an advisory partner at any time if the
[executive committee or as the case may be] with the approval of [two-thirds or as the case may
be] of the other active partners shall decide that the change is for any reason in the best interests
of the partnership, provided notice of the decision shall be given in writing to the partner. The
notice shall be signed by the [chairman or as the case may be] of the [executive committee or as
the case may be] or, in the event of his or her being unable to sign at the time, by another member
of the [executive committee or as the case may be]. The notice shall be served personally on the
partner required to change his or her status, or mailed by registered mail to the partner’s last
known address. Change of the partner’s status shall become effective as of the date specified in
the notice.
h. Every active partner shall automatically and without further act become an advisory partner at
the end of the fiscal year in which the partner’s birthday occurs.
i. In the event that an active partner becomes an advisory partner or dies, the partner or the
partner’s estate shall be entitled to the following payments at the following times:
[describe]
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Each active partner shall apply all of the partner’s experience, training, and ability in discharging the
partner’s assigned functions in the partnership and in the performance of all work that may be necessary
or advantageous to further the business interests of the partnership.
5. CONTRIBUTION
Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its
capital position. Any additional contribution required of partners shall only be determined and
established in accordance with Article Nineteen.
6. MANAGEMENT OF THE PARTNERSHIP
The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in
this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and
absolute right, power and authority to manage and control the Partnership and the property, assets and
business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers
and authority conferred by law or under other provisions of this Agreement. Without limiting the
generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY
MANAGING THE PARTNERSHIP]’ sole discretion, to:
a. Acquire, purchase, renovate, improve, and own any property or assets necessary or
appropriate or in the best interests of the business of the Partnership, and to acquire options
for the purchase of any such property;
b. Borrow money, issue evidences of indebtedness in connection therewith, refinance,

increase the amount of, modify, amend or change the terms of, or extend the time for the
payment of, any indebtedness or obligation of the Partnership, and secure such
indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets;
c. Sue on, defend or compromise any and all claims or liabilities in favor of or against the
Partnership and to submit any or all such claims or liabilities to arbitration;
d. File applications, communicate and otherwise deal with any and all governmental agencies
having jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof
or any other aspect of the Partnership business;
e. Retain services of any kind or nature in connection with the Partnership business, and to
pay therefore such remuneration deem reasonable and proper; and Perform any and all
other acts deem necessary or appropriate to the Partnership business.
7. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP
The Partnership shall be dissolved and its affairs shall be wound up upon the happening of the first to
occur of the following:
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a. On a date designated by the Partners and approved by Vote of Partners;
b. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the
proceeds thereof;
c. One of the Partners committed an illegal or unapproved action;
d. [OTHER]
8. BUSINESS EXPENSES
The rent of the buildings where the partnership business shall be carried on, and the cost of repairs and
alterations, all rates, taxes, payments for insurance, and other expenses in respect to the buildings used
by the partnership, and the wages for all persons employed by the partnership are all to become payable
on the account of the partnership. All losses incurred shall be paid out of the capital of the partnership
or the profits arising from the partnership business, or, if both shall be deficient, by the partners on a
pro rata basis, in proportion to their original contributions, as provided in Article Nineteen.
9. MEETINGS
6.1 Place of Meetings
Meetings of the Partners may be held at any place within or without [STATE/PROVINCE] as
determined by the Partners but will generally be held at [LOCATION] .
6.2 Notices
Whenever Partners are required or permitted to take any action at a meeting, a written notice of the
meeting shall be given not less than [NUMBER] days, nor more than [NUMBER] days before the date
of the meeting to each Partner entitled to vote at the meeting. The notice shall state the place, date, and
hour of the meeting and the general nature of the business to be transacted, and no other business may
be transacted.
10. AUTHORITY
No partner shall buy any goods or articles or enter into any contract exceeding the value of [amount]
without the prior consent in writing of the other partners. If any partner exceeds this authority, the
other partners shall have the option to take the goods or accept the contract on account of the
partnership or to let the goods remain the sole property of the partner who shall have obligated himself
or herself.
11. SEPARATE DEBTS
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No partner shall enter into any bond, or become surety or cosigner, or provide security for any person,
partnership, or corporation, or knowingly condone anything by which the partnership property may be
attached or taken in execution, without the prior written consent of the other partners.
Each partner shall punctually pay the partner’s separate debts and indemnify the other partners and the
capital and property of the partnership against the partner’s separate debts and all expenses relating to
such separate debts.
12. BOOKS AND RECORDS
Books of account shall be maintained by the partners, and proper entries made in the books of all sales,
purchases, receipts, payments, transactions, and property of the partnership. The books of account and
all records of the partnership shall be retained at the principal place of business as specified in Article
One. Each partner shall have free access at all times to all books and records maintained relative to the
partnership business.
13. ACCOUNTING
The fiscal year of the partnership shall be from [month and day] to [month and day] of each year. On
the [day] of [month], commencing in [year], and on the [day] of [month] in each succeeding year, a
general accounting shall be made and taken by the partners of all sales, purchases, receipts, payments,
and transactions of the partnership during the preceding fiscal year, and of all the capital property and
current liabilities of the partnership. The general accounting shall be written in the partnership account
books and signed in each book by each partner immediately after it is completed. After the signature of
each partner is entered, each partner shall keep one of the books and shall be bound by every account,
except that if any manifest error is found in an account book by any partner and shown to the other
partners within [number] months after the error shall have been noted by all of them, the error shall be
rectified.
14. DIVISION OF PROFITS AND LOSSES
Each partner shall be entitled to [%] of the net profits of the business, and all losses occurring in the
course of the business shall be borne in the same proportion, unless the losses are occasioned by the
willful neglect or default, and not the mere mistake or error, of any of the partners, in which case the loss
so incurred shall be made good by the partner through whose neglect or default the losses shall arise.
Distribution of profits shall be made on the [day] of [month] each year.
15. ADVANCE DRAWS
Each partner shall be at liberty to draw out of the business in anticipation of the expected profits any
sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in
the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the
respective partners, the time at which the sums shall be drawn, and any other conditions or matters
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OBJECTION MY LORD
mutually agreed on. The signatures of each partner shall be affixed on the books of the partnership. The
total sum of the advanced draw for each partner shall be deducted from the sum that partner is entitled
to under the distribution of profits as provided for in Article Ten.
16. SALARY
No partner shall receive any salary from the partnership, and the only compensation to be paid shall be
as provided in Articles Ten and Eleven.
17. RETIREMENT
In the event any partner shall desire to retire from the partnership, the partner shall give [number]
months’ notice in writing to the other partners. The continuing partners shall pay to the retiring partner
at the termination of the [number] months’ notice the value of the interest of the retiring partner in the
partnership. The value shall be determined by a closing of the books and a rendition of the appropriate
profit and loss, trial balance, and balance sheet statements. All disputes arising from such determination
shall be resolved as provided in Article Twenty.
18. RIGHTS OF CONTINUING PARTNERS
On the retirement of any partner, the continuing partners shall be at liberty, if they so desire, to retain
all trade names designating the firm name used. Each of the partners shall sign and execute any
assignments, instruments, or papers that shall be reasonably required for effectuating an amicable
retirement.
19. DEATH OF PARTNER
In the event of the death of one partner, the legal representative of the deceased partner shall remain as
a partner in the firm, except that the exercise of this right on the part of the representative of the deceased
partner shall not continue for a period in excess of [number] months, even though under the terms of
this agreement a greater period of time is provided before the termination of this agreement. The original
rights of the partners shall accrue to their heirs, executors, or assigns.
20. EMPLOYEE MANAGEMENT
No partner shall hire or dismiss any person in the employment of the partnership without the consent
of the other partners, except in cases of gross misconduct by the employee.
21. RELEASE OF DEBTS
101
No partner shall compound, release, or discharge any debt that shall be due or owing to the partnership,
©
without receiving the full amount of the debt, unless that partner obtains the prior written consent of
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the other partners to the discharge of the indebtedness.
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22. COVENANT AGAINST REVEALING TRADE SECRETS p
y
No partner shall, during the continuance of the partnership or for [number] years after its termination r
by any means, divulge to any person not a member of the firm any trade secret or special information i
employed in or conducive to the partnership business and which may come to the partner’s knowledge g
in the course of this partnership, without the consent in writing of the other partners, or of the other h
partners’ heirs, administrators, or assigns. t
23. ADDITIONAL CONTRIBUTIONS E
n
The partners shall not have to contribute any additional capital to the partnership to that required under v
Article Four, except as follows: (1) each partner shall be required to contribute a proportionate share in i
additional contributions if the fiscal year closes with an insufficiency in the capital account or profits of s
the partnership to meet current expenses; or (2) the capital account falls below [amount] for a period of i
[number] months. o
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24. ARBITRATION
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If any differences shall arise between or among the partners as to their rights or liabilities under this o
agreement, or under any instrument made in furtherance of the partnership business, the difference shall r
be determined and the instrument shall be settled by [name of arbitrator], acting as arbitrator, and the p
decision shall be final as to the contents and interpretations of the instrument and as to the proper mode o
of carrying the provision into effect. r
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25. ADDITIONS, ALTERATIONS, OR MODIFICATIONS t
i
Where it shall appear to the partners that this agreement, or any terms and conditions contained in this
o
agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any
n
alteration or addition shall be deemed necessary, the partners will enter into, execute, and perform all
.
further deeds and instruments as their counsel shall advise. Any addition, alteration, or modification
2
shall be in writing, and no oral agreement shall be effective.
0
26. Notices 0
2
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be .
given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized A
overnight delivery services at addresses already specified in this Agreement. l
l
27. Headings
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102
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OBJECTION MY LORD
meaning or intent.
28. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of UGANDA
IN WITNESS WHEREOF, the parties have executed this Partnership Agreement at [designate place of
execution] the day and year first above written.
FIRST PARTNER SECOND PARTNER
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PARTNERSHIP DISSOLUTION AGREEMENT y
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This Partnership Dissolution Agreement ("Agreement") is made and effective this [Date], i
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BETWEEN: [SELLING PARTNER NAME] (the "Selling Partner"), a corporation organized and h
AND: [PURCHASING PARTNER NAME] (the "Purchasing Partner"), a corporation organized E
and existing under the laws of the [STATE/PROVINCE], with its head office located at: n
v
RECITALS i
s
A. The parties are partners in the firm of [name], of [address], [city], [state], established for the i
purpose of [specify], under an agreement dated [date]. o
B. Pursuant to the terms of the partnership agreement, a buy or sell notice was given by Selling n
Partner to Purchasing Partner. C
o
C. The Purchasing Partner has exercised its option to purchase the interest of Selling Partner in and r
to the partnership business. p
o
In consideration of the matters described above, and of the mutual benefits and obligations set forth in
r
this agreement, the parties agree as follows:
a
1. SALE OF INTEREST; PURCHASE PRICE t
i
Selling Partner shall sell its [%] interest in the partnership business, including its [%] interest in all of the o
furniture, equipment, and furnishings of the business, stock of merchandise, accounts receivable, n
moneys, and all of [Selling Partner name’s] right, title, and interest in and to any and all of the assets of .
the partnership, to Purchasing Partner for [amount], to be paid in [number] equal monthly 2
installments, due on the [specify] day of each month, commencing on [date]. 0
0
2. ASSUMPTION OF OBLIGATIONS
2
The Purchasing Partner shall and do assume and agrees to pay all of the outstanding debts and .
obligations of the partnership business and to perform all of the covenants of the leases on the premises, A
and to perform all of the outstanding contracts and agreements required to be performed by the l
partnership and agrees to save and hold harmless Selling Partner against any claim or claims that may l
arise by reason of such debts, obligations, or covenants, or any other claims except those specifically r
mentioned in this agreement. i
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3. INDEMNIFICATION h
The Selling Partner warrants and represents that it has incurred no debts, nor contracted any t
obligations, nor incurred any liability in the name of the partnership or for which the partnership would s
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OBJECTION MY LORD
be liable, other than those debts, obligations, or liabilities as are disclosed in the partnership books of
which Selling Partner has advised the Purchasing Partner. The Selling Partner agrees to indemnify and
save and hold harmless the Purchasing Partner on account of any claims that may be made against the
partnership because of any debt, obligation, or liability which the Selling Partner incurred in the
partnership name or for which the partnership became liable on account of any of [Selling Partner
name’s] actions and of which Selling Partner failed to inform the Purchasing Partner.
4. TAX RETURNS AND PAYMENTS
The Purchasing Partner agrees to prepare federal and state partnership income tax returns for the
partnership business from [date] to [date], and to supply Selling Partner with copies. Each of the parties
shall pay their individual income taxes, both federal and state, on the income received from such
5. ASSUMPTION OF TAX OBLIGATIONS
The general taxes and all other tax obligations shall be considered an obligation of the partnership and
are now assumed by the Purchasing Partner.
6. DISSOLUTION
The partnership existing between the parties under the name of [Partnership name] is dissolved and this
agreement constitutes a full and complete accounting and liquidation of the partnership business.
Except as otherwise reserved in this agreement, Selling Partner acknowledges that it has no claim or
demand of any kind or nature against Purchasing Partner. Also, except as otherwise reserved in this
agreement, Purchasing Partner acknowledges that it has no claim or demand of any kind against Selling
Partner.
7. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of
[State/province of Governing Law].
IN WITNESS WHEREOF, the parties hereto have executed this Partnership Dissolution Agreement
as of the date first above written.
SELLING PARTNER PURCHASING PARTNER
105
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OBJECTION MY LORD o
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SALES AGENCY AGREEMENT y
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This Sales Agency Agreement ("Agreement") is made and effective this [Date], i
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BETWEEN: [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under h
AND: [AGENT NAME] (the "Agent"), a corporation organized and existing under the laws of the E
v
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the i
parties hereto agree as follows: s
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1. RECITALS o
a. Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent n
for the sale of Principal’s product [if appropriate, add: and other regular-line products and C
accessories of Principal] in the following territory: [describe territory]. o
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b. Agent desires to accept such appointment and to perform all the provisions of this p
agreement. o
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2. DURATION
a
The term of the agency created shall be [period of time], beginning [date], unless sooner terminated. t
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3. AGENT’S BEST EFFORTS o
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Agent agrees to devote Agent’s whole time and best efforts to the business of Principal in the described
.
territory under the direction of Principal’s officers or representatives, and to conform to the best of
2
Agent’s ability with the rules, regulations and instructions of Principal now in force or that may be
0
adopted and mailed to Agent’s address. Agent shall employ salespersons to assist Agent, on such terms
0
and conditions as Principal may require, as set forth in this agreement.
2
4. NONDISCLOSURE OF PRINCIPAL’S AFFAIRS .
A
Agent agrees to keep confidential such information as Principal may from time to time impart to Agent l©
regarding Principal’s business affairs and customers. Agent will not, in whole or in part, now or at any lC
time, disclose such information. ro
5. ASSIGNMENT OF AGENT’S INVENTIONS ip
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Agent agrees, in view of the confidential information regarding Principal’s business affairs, plans and
necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of
the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign
to Principal, or Principal’s successors or assigns, any inventions or improvements Agent may make
during the agency with Principal that relate to Principal’s product. Agent also will sign any papers and
do any acts that may be needed to secure to Principal, or Principal’s successors or assigns, any rights
relating to such inventions and improvements, including patents in [COUNTRY] and foreign
countries.
6. COMMISSIONS
a. Agent, during the term of the agreement, shall receive a commission from the sale of
Principal’s product [if appropriate, add: and other regular-line products and accessories]
sold for use in Agent’s territory, whether sold by Agent or by Principal, or others, except as
provided in this agreement.
b. Agent’s commission on sales made pursuant to this agreement shall be as follows:

[DESCRIBE].
7. SALES SUBJECT TO COMMISSIONS
This agreement shall apply to business procured at the time of visits to Agent’s territory by Principal’s
superintendent, and also to all business subsequently procured either by Agent, Principal’s
superintendent or other representative of Principal, from customers previously worked within
[NUMBER] months from the date of the latest visit of Principal’s superintendent or other
representative.
8. WHEN COMMISSIONS ARE PAID
a. Any commission to be received under this agreement shall not be credited to Agent’s
account on Principal’s books until the purchaser has made settlement in full with Principal,
either by cash or acceptable notes [SPECIFY] [if appropriate, add: and has delivered to
Principal or an authorized Agent of Principal any returnable products]. If settlement is
made wholly or in part by purchaser’s notes, Principal may withhold payment of the
commission in whole or in part until the notes are paid.
b. Agent’s account may be charged with the amount of any commission previously paid to
Agent or credited to Agent’s account for the unpaid part of the purchase price of [product],
or the unpaid part of any note given in payment.
c. When Principal repossesses a product, Agent shall receive commission only on the amount
of money paid by purchaser prior to repossession.
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OBJECTION MY LORD
9. COMMISSIONS ON TRADE-INS
Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a
commission will not be paid on the amount so allowed.
10. SALES THROUGH OTHER SALES CHANNELS
Agent waives any claim to a commission on any sales made in Agent’s territory other than through
Principal’s offices or regular sales agencies when, in the opinion of Principal, the general conditions of
the business in any part of the [COUNTRY] necessitate the sale of Principal’s product through other
sales channels.
11. SALES IN OR FROM OTHER TERRITORIES
a. Agent agrees not to enter the territory of any other Sales Agent of Principal for the purpose
of selling Principal’s product, or to endeavor, directly or indirectly, to make sales of
Principal’s product for use outside of Agent’s territory. Should a purchaser call on Agent
voluntarily and purchase Principal’s product for use outside of Agent’s territory, Agent shall
receive commissions as follows: [DESCRIBE].
b. Agent further agrees that, when any other authorized sales Agent of Principal sells
Principal’s product for use in Agent’s territory, Agent’s account shall be credited with the
regular commission, less the commission paid Agent making the sale.
12. DISPUTES ON COMMISSIONS
Principal shall have the right to determine, in any dispute arising between Agent and any other sales
Agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by
Principal’s decision.
13. LIMITATION ON COMMISSION CLAIMS
Agent waives all claim for commission on sales of Principal’s product, whether made by Agent or others,
and all other claims of any nature whatever, if the claim is not made within [MONTHS] from the date
of termination of this agreement.
14. AGENT NOT TO SHARE COMMISSION
Under no circumstances, without permission of Principal, may Agent give any part of Agent’s
commission to any assistant, local Agent or other person to assist Agent in making a sale.
15. CONTENTS OF ORDERS
109
a. All orders for Principal’s product shall be taken on printed forms furnished by Principal,
and all such orders shall be sent to Principal immediately after being signed by purchasers.
The orders shall contain all conditions and agreements of every nature whatsoever between
the parties to the sale, it being agreed that Principal shall not be responsible for promises or
conditions not specified on the orders. Principal’s product shall not be sold for more or less
than the list price established by Principal.
b. If Principal is compelled to make any concessions to customers or incur any expense by

reason of a violation of these requirements, the amount of the expense may be charged to
Agent’s account.
16. ACCEPTANCE OF ORDERS BY PRINCIPAL
Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to
reject any order when, in the judgment of Principal, the product ordered may not be suitable to the
business of the customer.
17. AGENT NOT TO COMPETE
Agent, having agreed to devote Agent’s whole time to Principal’s business, shall not purchase or deal in
[product] on Agent’s own account in any way during the continuance of this agreement. Agent will not
engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing,
buying, selling or dealing in [product], in the territory described, for a period of [period of time], after
the termination of the agency created by this agreement, without the written consent of Principal.
18. REPAIRS AND MAINTENANCE OF PRODUCT
Agent shall promptly and properly make necessary repairs on Principal’s product in Agent’s territory if
such repairs can be made by Agent, and to cooperate with and aid Principal in making all other such
repairs in Agent’s territory, in such manner as Principal may direct.
19. COMPROMISE AND COLLECTION OF ACCOUNTS
A. Principal shall have full control of and discretion as to the collection, adjustment or compromise of
any or all accounts for Principal’s products sold by Agent. If Principal requests Agent to make any
collection, or to obtain possession of Principal’s product or other property, whether the request relates
to a sale made by Agent or any Agent that preceded Agent in the territory, Agent shall do so promptly.
B. Principal shall determine whether to take a lien on Principal’s product sold by Agent. Principal shall
not be liable to Agent for any loss of commission or other claim, by reason of failure to take such lien,
or by reason of any compromise or adjustment of any account or accounts or notes for products sold by
Agent, or any failure for any reason to collect any part of the account or notes.
20. REMITTALS BY AGENT
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OBJECTION MY LORD
Agent agrees to remit [daily/weekly] to Principal, in the manner prescribed by [the treasurer], of
Principal or to deposit [daily/weekly] in a bank or other financial institution designated by Principal’s
[treasurer], all money, checks and drafts received by Agent for Principal, including any received for
repair parts and supplies sold. In no event will Agent use any money collected for Principal to defray the
expenses of the agency, or for any other purpose, or deposit the funds in any bank or other financial
institution to Agent’s own credit.
21. AGENT’S EXPENSES
All expenses for traveling, entertainment, office, clerical, office and equipment maintenance, and
general selling expenses that may be incurred by Agent in connection with this agreement will be borne
wholly by Agent. In no case shall Principal be responsible or liable for such expenses.
22. ACCOUNTING ON TERMINATION
a. Agent authorizes Principal, on termination of the agency created by this agreement, to pay
any outstanding indebtedness, including amounts due Agent and Agent’s employees
incurred in the management of the agency, and to charge the amount to Agent’s account.
Principal shall not be bound to pay any such indebtedness, unless Principal shall elect to do
so. Payment of part of Agent’s indebtedness by Principal shall not raise any obligation on
Principal’s part to pay the whole of the indebtedness. An assignment of Agent’s account, or
any part of it, shall not be binding on Principal unless accepted in writing by Principal’s
[treasurer].
b. On termination of this agreement, Principal shall proceed in the customary manner to

collect notes and open accounts for purchases of Principal’s product sold by Agent and shall
charge against Agent’s account the commission previously credited on such amounts of
notes and accounts as are uncollected. Principal also shall charge Agent’s account with
Agent’s proportion of any collection expense. This provision shall continue in force until a
final account can be stated; no money shall be due Agent under this agreement after its
termination until the final account can be stated.
23. OBJECTIONS TO ACCOUNTING; LIMITATIONS
Agent agrees that all objections to statements of account rendered by Principal are waived, unless written
notice is given by Agent and unless such notice reaches Principal within [NUMBER] days after
rendition of the statement by Principal.
24. SURETY BOND OF AGENT
111
Agent agrees to furnish Principal with a fidelity bond of [AMOUNT], to be issued by a responsible
surety company and conditioned on the faithful performance of Agent’s duties in the agency created by
this agreement. All premiums on such bond shall be paid by Agent.
25. EXAMINATION OF AGENT’S ACCOUNTS
Agent agrees that officers or authorized representatives of Principal shall have, on demand, access to and
the right to examine and make copies of all books of accounts, vouchers and papers of Agent, in order
to ascertain whether the business of Agent is being conducted in a manner satisfactory to Principal.
26. DISPOSITION OF PRODUCTS; CONSIGNMENT
a. Agent agrees, on demand, to account for and deliver to Principal, in good condition, all
products charged to Agent’s consignment account. If Agent fails to deliver any product, the
product may be charged to Agent’s account at list price, if Principal so elects, but nothing
contained in this agreement shall prevent Principal from exercising other legal remedies to
recover possession of such products.
b. In the event any of Principal’s products shall have been kept on consignment by Agent for
such period of time that they have become unsaleable as new, Principal may order their
return to the factory, in which event the freight charges from Agent’s office to the factory
shall be paid by Agent.
27. INSURANCE PREMIUMS; TAXES
Principal shall insure against loss by fire all products delivered on consignment to Agent, charging the
premium paid for the insurance to Agent’s account. Agent shall pay all personal property taxes levied
on consigned products, or shall pay such tax as may be levied in lieu of a personal property tax.
28. COMPLIANCE WITH LAWS
Agent agrees, for the benefit of Agent’s employees and subagents, to comply in all respects with the
workers’ compensation laws of any state or states of which Agent’s territory may be a part, and to pay
the premiums and other costs and expenses incident to such coverage.
29. CUSTOMER LIST; SALES CALLS
a. Agent agrees to keep a list of probable purchasers, and also a list of users, of Principal’s
products in Agent’s territory. Both lists shall show the name, nature and address of each
business concern listed. The user’s list shall also show the style and factory number of
Principal’s product in use.
b. Agent agrees to send to Principal, on the form furnished by Principal, a list of all persons
called on by Agent or Agent’s employees in connection with Principal’s business. The list
112
OBJECTION MY LORD
shall show the name, nature and address of each business concern called on, and the object
and results of the call.
30. DEPRECIATION OF AGENCY PROPERTY
The office furniture, personal property and fixtures used by Agent in Principal’s business shall be
invoiced and appraised at least once each year by Agent and a representative of Principal, and a
deduction of not less than [%] per year shall be made to cover wear and tear in ordinary depreciation.
31. PURCHASE OF AGENCY PROPERTY
Principal shall have an option of purchase of all or any part of the supplies, repair parts, vehicles and
sundries in stock or on hand at the time of termination of the agency, at the current price, less proper
deductions for obsolescence and depreciation, if any. Such price shall be paid to Agent or credited on
Agent’s account with Principal, as Principal may elect.
32. EMPLOYMENT OF SUBAGENTS
Agent agrees not to employ any salespersons to assist in the agency, except under written agreement by
the terms of which Principal shall be released from all liability for any indebtedness from Agent to such
salespersons. Agent agrees not to employ any person until Agent has supplied Principal with full
particulars regarding such person, on the form furnished by Principal, giving the person’s name, record,
previous occupation, etc., and until Principal’s assent to such employment has been received.
33. MODIFICATION AND TERMINATION
Principal at any time may alter and change the boundaries and territory covered by this agency
agreement. The agency created by this agreement may be terminated by either party by written notice
mailed or delivered to the last known address of the other party. This agreement covers all agreements
between Agent and Principal relating to the employment of Agent for the handling of Principal’s
product.
34. GOVERNING LAW
The enforcement and interpretation of this agreement shall be governed by the laws of [state/province].
written.
PRINCIPAL AGENT
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[DATE] y
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Contact Name
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Address g
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Address2 t
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Zip/Postal Code v
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OBJECT: TERMINATION OF DISTRIBUTION i
AGREEMENT o
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With this letter, we hereby terminate the agreement between [name of company] and
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[DISTRIBUTOR] to sell [type of product] in [type of distribution channel].
p
Upon acceptance of this letter, [DISTRIBUTOR] will immediately cease selling all of [company] o
product, and return to [company] any leftover product remaining at [DISTRIBUTOR]’s facilities. r
a
Any unauthorized sale of [company] product after acceptance of the terms of this agreement will t
constitute fraud and trademark violations for which [DISTRIBUTOR] shall be fully liable. i
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Thank you for your immediate attention to this matter.
n
Sincerely, .
2
Your name 0
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Your title
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Telephone number .
A
youremail@yourcompany.com l
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AGREEMENT TO ASSIGN y
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This Agreement to Assign (the “Agreement”) is made ans effective the [DATE], i
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BETWEEN: [PROSPECTIVE ASSIGNOR NAME] (the "Prospective Assignor"), a corporation h
organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: t
AND: [PROSPECTIVE ASSIGNEE NAME] (the "Prospective Assignee"), a corporation organized E
and existing under the laws of the [STATE/PROVINCE], with its head office located at: n
v
RECITALS i
s
The parties declare: i
A. Prospective Assignor has entered into a lease agreement, as lessor, with [lessee], of [address], o
[city], [state], referred to as “lessee.” A copy of the lease agreement, containing a description n
of the premises, is attached to this agreement as Exhibit A. C
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B. Prospective Assignor desires to assign the lease agreement to Prospective Assignee, who will r
assume all liabilities and duties as well as all rights of Prospective Assignor pertaining to the p
collection of all rents to become due under the lease agreement after the effective date of the o
assignment. r
a
In consideration of the mutual covenants contained in this agreement, the parties agree as follows:
t
1. Prospective Assignor will transfer and assign to Prospective Assignee all right to the i
collection of all rents required under the lease agreement provisions in the lease dated [date] o
on the premises described as follows: [set forth description contained in lease]. n
.
2. The assignment shall become effective on [date], and shall apply to all rents due thereafter 2
until expiration of the lease agreement term on [date]. 0
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IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first above
2
written.
.
ASSIGNOR ASSIGNEE A
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Print Name and Title Print Name and Title t
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OBJECTION MY LORD o
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ASSIGNMENT OF A CLAIM FOR DAMAGES y
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This Assignment of a Claim for Damages (the “Assignment”) is made and effective [DATE], i
g
BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under h
AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of E
the [STATE/PROVINCE], with its head office located at: n
v
FOR VALUE RECEIVED, the Assignor hereby sells and transfers to the Assignee and its successors, i
assigns and personal representatives, any and all claims, demands, and cause or causes of action of any s
kind whatsoever which the undersigned has or may have against [name], arising from the following type i
claim: o
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[description]
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And the undersigned may in its own name and for its own benefit prosecute, collect, settle, compromise o
and grant releases on said claim as it in its sole discretion deems advisable. r
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IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above o
written. r
a
Signed, sealed and delivered in the presence of:
t
ASSIGNOR ASSIGNEE i
o
n
.
2
0
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Print Name and Title Print Name and Title 2
.
A
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ASSIGNMENT OF ASSETS y
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This Assignment of Assets (the “Assignment”) is made and effective [DATE], i
g
BETWEEN: [STOCKHOLDER NAME] (the "Stockholder"), a corporation organized and h
AND: [CORPORATION NAME] (the "Corporation"), a corporation organized and existing under E
the laws of the [STATE/PROVINCE], with its head office located at: n
v
WHEREAS, on the day of [date], the Corporation was formed by Articles of Incorporation filed with i
the Registrar of Companies in and for the [State/Province], and; s
i
WHEREAS, it is necessary to transfer certain assets into the Corporation in order to capitalize the
o
Corporation, and; n
WHEREAS, Stockholder is desirous of transferring to the Corporation certain assets shown on the C
attached Exhibit "A," and the Corporation is desirous of acquiring said assets. o
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NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter p
entered into, it is agreed as follows: o
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a. Stockholder does hereby transfer and assign those assets listed on the attached Exhibit "A" to the
a
Corporation.
t
b. In consideration for said transfer the Corporation issues to Stockholder [number] shares of i
stock in the Corporation, with a par value [price] per share. o
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IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above .
written. 2
0
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STOCKHOLDER CORPORATION 2
.
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Authorized Signature Authorized Signature l
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Print Name and Title Print Name and Title g
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ASSIGNMENT OF CONTRACT y
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This Assignment of Contract (the “Assignment”) is made and effective [DATE], i
g
BETWEEN: [ASSIGNOR NAME AND ADDRESS], (the "Assignor"), a corporation organized h
and existing under the laws of the [STATE/PROVINCE], with its head office located at: t
AND: [ASSIGNEE NAME AND ADDRESS], (the "Assignee"), a corporation organized and E
existing under the laws of the [STATE/PROVINCE], with its head office located at: n
v
FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers and sets over to Assignee i
all rights, title and interest held by the Assignor in and to the following described contract: s
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[description]
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1. TERMS n
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a. The Assignor warrants and represents that said contract is in full force and effect and is fully o
assignable. r
b. The Assignee hereby assumes and agrees to perform all the remaining and executory p
obligations of the Assignor under the contract and agrees to indemnify and hold the o
Assignor harmless from any claim or demand resulting from non-performance by the r
Assignee. a
c. The Assignee shall be entitled to all monies remaining to be paid under the contract, which t
rights are also assigned hereunder. i
d. The Assignor warrants that the contract is without modification, and remains on the terms o
contained. n
e. The Assignor further warrants that it has full right and authority to transfer said contract .
and that the contract rights herein transferred are free of lien, encumbrance or adverse claim. 2
f. This assignment shall be binding upon and inure to the benefit of the parties, their 0
successors and assigns. 0
IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above 2
written. .
A
ASSIGNOR ASSIGNEE
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Authorized Signature Authorized Signature i
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OBJECTION MY LORD o
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ASSIGNMENT OF LIEN y
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This Assignment of Lien (the “Assignment”) is made and effective [DATE], i
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RECITALS i
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In consideration of [amount], receipt of which is hereby acknowledged, the Assignor does hereby assign
i
to Assignee the mechanic's lien on the property of [name of property owner], located at [address], [city],
o
[state/province], which has been duly recorded in the office of [office], in [Volume], [number], [page],
n
a copy of which is attached hereto.
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Whereas, the intent of this assignment is to transfer to assignee full power to collect that certain sum o
secured by said lien, Assignor does hereby appoint assignee his attorney in fact, with full authority to r
enforce the lien herein assigned, and to collect and receive the debt secured by said lien, as Assignor p
would do if this assignment were not being made. Any costs incurred by the Assignee in enforcing the o
assigned lien, shall be borne by the Assignee. r
a
IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first above t
written. i
o
n
ASSIGNOR ASSIGNEE .
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0
0
2
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Print Name and Title Print Name and Title l
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ASSIGNMENT y
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This Assignmentis made and effective [DATE], i
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WITNESSETH, that for valuable consideration in hand paid by the Assignee to the Assignor, receipt i
of which is hereby acknowledged, the Assignor hereby assigns and transfers to the Assignee all of his s
right, title and interest in and to all [description] set forth in [description] that certain Agreement. i
o
The undersigned fully warrants that it has full rights and authority to enter into this assignment and that
n
the rights and benefits assigned hereunder are free and clear of any lien, encumbrance, adverse claim or
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interest by any third party. o
The assignment shall be binding upon and inure to the benefit of the parties, and their successors and r
assigns. p
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IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first above r
written. a
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ASSIGNOR ASSIGNEE o
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2
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Print Name and Title Print Name and Title .
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NOTICE OF ASSIGNMENT o
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[DATE] y
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Contact Name
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Address2 t
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Zip/Postal Code v
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OBJECT: NOTICE OF ASSIGNMENT o
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You are hereby notified that on [DATE] we have assigned and transferred to [SPECIFY] the following r
[SPECIFY] existing between us: p
[DESCRIBE] o
r
Please direct any further correspondence (or payments, if applicable) to them at the following address: a
t
[INSERT ADDRESS]
i
Please contact us should you have any questions, and we thank you for your cooperation. o
Sincerely, n
.
Your name 2
0
Your title
0
Telephone contact 2
.
youremail@yourcompany.com A
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s
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[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: AUTHORIZATION TO DEBIT ACCOUNT

This letter is to acknowledge that [COMPANY/INDIVIDUAL] is hereby authorized to debit our

account no. [ACCOUNT NUMBER] in the amount of [AMOUNT] for payment of [NATURE OF
DEBIT]. Please withdraw the funds from the following bank account:
Bank: [BANK NAME AND ADDRESS]
Bank Transit No: [BANK TRANSIT NO]
Account No: [ACCOUNT NUMBER]
Bank Tel. No. [BANK TELEPHONE NO]
Bank Contact [NAME OF BANK CONTACT & TITLE]
This shall be your good and sufficient authority for doing so. We enclose a blank check from the account
marked "VOID".
[NOTE: IF MORE THAN ONE SIGNATURE IS REQUIRED ON ACCOUNT, MAKE SURE

BOTH BANK SIGNING OFFICERS SIGN LETTER]
Sincerely,
Your name
Your title
Telephone contact
124
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: AUTHORIZATION TO RELEASE ACCOUNT INFORMATION TO

FINANCIAL ADVISER
This letter is to acknowledge that you are hereby authorized to release to [NAME OF INDIVIDUAL
OR COMPANY] all banking information requested by [him / her / it] relating to our Account No.
[ACCOUNT NUMBER]. To ensure efficiency, we will also give your name as a reference to the
abovementioned [INDIVIDUAL OR COMPANY].
We thank you in advance for your cooperation. Should you have any question, please do not hesitate to
contact me.
Sincerely,
Your name
Your title
Telephone contact
125
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST CONFIRMATION THAT BANK

HAS NO INTEREST IN SPECIFIC EQUIPMENT
We are actually negotiating with one of your clients, [NAME OF BANK CLIENT], to purchase
[DESCRIBE PURCHASED ITEM]. While evaluating the financial assets of your client, we noted that
[BANK] has registered security against certain assets of [NAME OF BANK CLIENT].
We are hereby asking you to kindly confirm to us in writing that [BANK] has released any an all interests
in this equipment, so that we can complete the transaction within the next
[DAYS/WEEKS/MONTHS].
Thank you in advance for your anticipated cooperation. Please feel free to call me if you have any
questions.
Sincerely,
Your name
Your title
Telephone contact
126
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: ADDITIONAL SIGNING OFFICER -

REQUESTING SIGNING PAPERS
This letter is to acknowledge that [WE/OUR BOARD OF DIRECTORS] have/has recently approved
the addition of a new signing officer to our Account No. [ACCOUNT NO.]. [NAME] was hired on
[DATE] and will be our new [TITLE OF NEW SIGNING OFFICER].
We would appreciate if you could forward to us the necessary documents to give effect to this change.
We will ask our new officer to sign the documents and will return them to you as soon as possible. We
will also include a copy of the Board Resolution reflecting this change.
Please note that all other signing officers, as per your records, remain the same.
Sincerely,
Your name
Your title
Telephone contact
127
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REMOVAL OF SIGNING OFFICER FOR

ACCOUNT [NUMBER]
This letter is to confirm that we have recently removed [NAME AND TITLE OF SIGNING
OFFICER BEING REMOVED] as a signing officer on our Account No. [ACCOUNT NO.] effective
immediately. We enclose a copy of the Board Resolution reflecting this change.
Any checks or other account authorizations signed by [him / her] bearing a date on or after [DATE]
should not be honoured. Please contact us if this situation occurs.
Please amend your records immediately and accordingly – note that all other signing officers, as per your
records, remain the same.
Sincerely,
Your name
Your title
Telephone contact
128
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PRE-AUTHORIZED PAYMENT, VARYING

AMOUNT
This letter is to acknowledge that [COMPANY/INDIVIDUAL] is hereby authorized to withdraw the

amount due on our [NATURE OF CHARGES] on a [PERIOD OF PAYMENT] basis on the
[NUMBER OF DAYS AFTER BILLING DATE] day after the billing date:

Bank Transit No: [BANK TRANSIT NO.]
Bank Tel. No. [BANK TELEPHONE NUMBER]
This shall be your good and sufficient authority for so doing. We enclose an unsigned check from the
account marked "VOID".
[NOTE: IF MORE THAN ONE SIGNATURE IS REQUIRED ON ACCOUNT, MAKE SURE

BOTH BANK SIGNING OFFICERS SIGN LETTER]
Sincerely,
Your name
Your title
Telephone contact
129
130
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PRE-AUTHORIZED PAYMENT, SPECIFIC

AMOUNT
This letter is to acknowledge that [COMPANY/INDIVIDUAL] is hereby authorized to withdraw the

amount of [AMOUNT OF PERIODIC DEBIT] on a [PERIOD OF PAYMENT] basis on the
[BILLING DATE] of each month, until we decide to cancel your services in respect to the terms and
conditions, we both agreed on. Please withdraw the funds from the following bank account:

Bank Transit No: [BANK TRANSIT NO]
Bank Tel. No. [BANK TELEPHONE NO]
This shall be your good and sufficient authority for doing so. We enclose a blank check from the account
marked "VOID".
[NOTE: IF MORE THAN ONE SIGNATURE IS REQUIRED FOR THIS ACCOUNT, MAKE
SURE BOTH BANK SIGNING OFFICERS SIGN LETTER]
Sincerely,
Your name
Your title
Telephone contact
131
132
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST APOLOGY FOR FAILING TO

HONOUR CHEQUE
This is not the kind of letter I like to write. As a result of a clerical error on your part, our cheque issued
to [NAME OF CHEQUE PAYEE] bearing no. [CHEQUE NO.] and dated [DATE OF CHEQUE]
in the amount of [AMOUNT OF CHEQUE] was not honored.
I’m sure you understand that it has caused us embarrassment. [COMPANY] is an important provider
for us; we’ve always had excellent credit conditions with them. No need to say that this NSF cheque did
not help to tighten our relationship. Therefore, I kindly request that you write a letter confirming the
bank's error, so that we can provide a copy to our supplier and ensure that they do not lose confidence
in our financial viability.
Thank you in advance for your anticipated cooperation. Should you have any questions, please do not
hesitate to contact me.
Sincerely,
Your name
Your title
Telephone contact
133
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST BANK TO CLOSE ACCOUNT

In the name of [COMPANY], I hereby request that you close the following accounts we have at your
branch:
TYPE ACCOUNT #
[SAVINGS] [NUMBER]
[CHECKING] [NUMBER]
Please prepare a money order in the amount of the balance outstanding and send it to:
[Contact Name]
[Address]
[Address2]
[City, State/Province]
[Zip/Postal Code]
Thank you in advance for your anticipated collaboration.
Sincerely,
Your name
Your title
Telephone contact
134
OBJECTION MY LORD
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST BANK TO PLACE STOP-

PAYMENT ON CHEQUE
We have experienced some problems with [COMPANY] lately and therefore I kindly request that a
“stop-payment” be placed on the following cheque(s) issued to them:
CHEQUE # AMOUNT RECIPIENT DATE ACCOUNT #
I hereby authorize the service charge to be deducted from our account no. [CHEQUEING
ACCOUNT NUMBER].
Sincerely,
Your name
Your title
Telephone contact
135
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST BANK TO WIRE FUNDS

I hereby request [BANK] to electronically transfer (wire) an amount of [AMOUNT] from our account
[ACCOUNT NUMBER] to the following account:
ACCOUNT NUMBER: [ACCOUNT NUMBER]
ACCOUNT-HOLDER NAME: [NAME]
BANK NAME AND ADDRESS: [BANK NAME AND ADDRESS]
BANK TRANSIT NUMBER: [TRANSIT NUMBER]
I understand that the fees for such a transaction are [REGULAR FEES]. Please contact me to confirm
the transaction once it has been processed. I would greatly appreciate this request to be executed at your
earliest convenience.
Sincerely,
Your name
Your title
Telephone contact
136
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST DEFERRAL OF INTEREST

PAYMENT
Being a [BANK]’s client since [YEAR], I hope that you will be able to help us with this important issue
for our company. I refer to our term loan in the amount of [AMOUNT OF LOAN] bearing account
no. [ACCOUNT NO. OF LOAN].
We all know that business can be unpredictable. Due to [EXPLAIN REASONS FOR CASH FLOW
PROBLEMS], we are currently experiencing cash flow problems, which we think will temporarily set
us back for [PERIOD OF REQUESTED DEFERRAL].
We would greatly appreciate if you could defer interest charges for this period, so that we can maintain
sufficient working capital to meet our operational requirements. The situation should be better in
[MONTHS].
Thank you in advance for your anticipated collaboration. Should you have any questions, please do not
Sincerely,
Your name
Your title
Telephone contact
137
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST DELAY IN PROVIDING

FINANCIAL STATEMENT
According to the terms and conditions of our credit facility, we are required to provide [BANK] with
our [ANNUAL/QUATERLY] financial statements within [NUMBER] days following our fiscal year
end ([DATE OF YEAR END]).
We are facing an unusual situation, which will we prevent us to provide you with our financial
statements in time. [EXPLAIN THE REASONS OF THE DELAY]; however, we do anticipate having
this resolved within [NUMBER OF DAYS/WEEKS].
We would therefore respectfully request an additional [ADDITIONAL DELAY PERIOD

REQUESTED] delay. We will, of course, do everything possible to speed-up the process.
Sincerely,
Your name
Your title
Telephone contact
138
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST PERMANENT INCREASE IN

CREDIT LIMIT
As you know, our company has a credit facility with [BANK/COMPANY] since [DATE] and our
payment record has always been satisfactory. We hereby request that you permanently increase the limit
on our credit facility to [REQESTED AMOUNT OF CREDIT LIMIT].
Over the past [MONTHS/YEARS] years our business has experienced tremendous growth, and
although this is a positive and desirable trend, we now require additional credit in order to allow us to
adequately meet customer demand.
[BANK] already has our financial information in its records. Should you have any questions or require
any additional information, please do not hesitate to contact me.
I would greatly appreciate this request to be executed at your earliest convenience. Thank you in advance
for your collaboration.
Sincerely,
Your name
Your title
Telephone contact
139
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST PROPOSAL FOR CREDIT

FACILITY
It was a pleasure speaking with you on [DAY]. As discussed in our recent telephone conversation, I
contacted you regarding our company's credit and banking requirements.
[COMPANY] is growing company in the [INDUSTRY] sector. In the past [MONTHS/YEARS], our
revenues increased by [%]; in the meanwhile, we welcomed [NUMBER] new employees. Obviously, we
have correspondingly increased capital requirements to sustain such a growth.
I have enclosed our recent financial statements along with our business plan and budget for the [YEAR]
fiscal year. Based upon our last forecasts, we anticipate requiring a credit facility of approximately
[AMOUNT OF CREDIT FACILITY].
Please provide me with a financing proposal which you believe would satisfy our requirements. Should
you have any questions or require any additional information, please do not hesitate to contact me.
I would greatly appreciate this request to be executed at your earliest convenience. Thank you in advance
for your collaboration.
Sincerely,
Your name
Your title
Telephone contact
140
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OBJECTION MY LORD o
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[DATE] y
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Contact Name
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Address2 t
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Zip/Postal Code v
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OBJECT: REQUEST RELEASE OF PERSONAL i
GUARANTEE o
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As you will find in your records, [BANK] is currently holding a Guarantee given by [NAME OF
r
GUARANTOR], [TITLE] securing the debts and obligations of our company to you.
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The agreement we signed with [BANK] states that you are in the obligation to review our credit o
[NUMBER] [MONTHS/YEARS] after we obtained the credit facility and consider releasing this r
Guarantee. This [NUMBER OF MONTHS/YEARS] period has now elapsed. a
t
Since our repayment record has been satisfactory to [BANK] and our financial situation is good, we i
would therefore courteously demand that you release the aforementioned Guarantee. o
n
.
2
Sincerely, 0
0
Your name 2
.
Your title
A
Telephone contact l
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[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR COPY OF CREDIT RATING

REPORT
You might be aware that we have recently applied for credit with [COMPANY], one of our most
important providers. Since we have listed [BANK] as a reference, I would appreciate if you could send
us a copy of all documents you are planning to provide to [COMPANY]. Please forward the documents
used in their investigation of our credit rating to:
[Contact Name]
[Address]
[Address2]
[City, State/Province]
[Zip/Postal Code]
Thank you in advance for your collaboration. Please contact me if there are any concerns.
Sincerely,
Your name
Your title
Telephone contact
142
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: TERMINATION OF FUTURE

OBLIGATIONS UNDER CONTINUING GUARANTEE
We are referring to the continuing Guarantee dated [DATE OF GUARANTEE] given by us to

[BANK] pursuant to which we guaranteed the ongoing obligations of [NAME OF OBLIGOR
WHOSE INDEBTEDNESS WAS GUARANTEED].
This letter is to acknowledge that we are hereby terminating all future obligations under the
aforementioned Guarantee effective [DATE OF TERMINATION OF OBLIGATIONS UNDER
GUARANTEE].
This termination notice is given to you in accordance with the terms and conditions of the Guarantee.
Should you have any question, please do not hesitate to contact me for further explanation.
Sincerely,
Your name
Your title
Telephone contact
143
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WIRE TRANSFER INSTRUCTIONS y
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Please include the following information on all wire transfers to our bank account: h
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REMIT TO i
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ABA NUMBER
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ACCOUNT NUMBER
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FOR CREDIT TO C
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FOR FURTHER CREDIT TO r
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ACCOUNT NUMBER o
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REFERENCE [EX: INVOICE NUMBER] a
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AMOUNT i
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n
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Please contact our account manager immediately, [NAME OF BANK ACCOUNT MANAGER], at 0
[PHONE NUMBER] should your encounter any difficulties. 2
.
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OBJECTION MY LORD
CERTIFICATES AND NOTICES
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CERTIFICATE OF CORPORATE

RESOLUTION
Dear [CONTACT NAME],
I, [YOUR NAME], secretary of [COMPANY], do hereby certify that at a duly constituted meeting of
the [DIRECTORS AND/OR STOCKHOLDERS] of the Corporation held at [PLACE] on [DATE],
it was upon motion duly made and seconded, that it be VOTED:
That [DESCRIBE APPROVED CORPORATE ACTION]
It was upon motion made and seconded that it be further VOTED:
That [INDIVIDUAL] as [OFFICERSHIP] of the Corporation be empowered and directed to execute,

deliver and accept any and all documents reasonably required to accomplish the foregoing vote, all on
such terms and conditions as he in his discretion deems to be in the best interests of the Corporation.
I further certify that the foregoing votes are in full force without rescission, as modification or
amendment.
Sincerely,
Your name
Secretary
Telephone contact
145
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CERTIFICATE OF CORPORATE VOTE

This is to certify that at a special meeting of the [Board of Directors / Executive Committee] of the
Corporation, held at the offices of the Corporation located at [Address] on [Date] at [Time], all the
[Directors / Members] being present and voting, it was unanimously VOTED:
[Describe action being voted]
Sincerely,
Your name
Secretary
Telephone contact
146
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: H OLIDAY L ETTER TO S TOCKHOLDERS

We hope you appreciate this time of the year as much as we do. We hope you will enjoy this holiday
season and we take this opportunity to extend to you and every member of your family our warmest
wishes for the coming.
We are enclosing the financial results for the fourth quarter and year to date period ending [Date] and
hope that this "good news" will add to your holiday spirits.
May your Christmas and Holiday season be filled with happiness and joy, followed by a most wonderful
New Year.
Sincerely,
Your name
Your title
©
Telephone contact
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[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF MEETING OF DIRECTORS

Notice is hereby given that a meeting of the Board of Directors of [Company name] will be held on
[Date] at [Address], commencing at [Time].
Sincerely,
Your name
Your title
Telephone contact
148
OBJECTION MY LORD
A. MINUTES
MEETING MINUTES
[NAME OF ORGANISATION / COMMITTEE]
Opening:
The regular meeting of the [NAME OF ORGANIZATION / COMMITTEE] as called to order at

[TIME] on [DATE] in [PLACE] by [MEETING CHAIR].
Present:
[LIST OF ATTENDEES]
1. Approval of Agenda
The agenda was unanimously approved as distributed.
2. Approval of Minutes
The minutes of the previous meeting were unanimously approved as distributed.
3. Announcements
List all announcements made at the meeting. For example, new members, change of event, etc.
4. Open Issues
Summarize the discussion for each existing issue, state the outcome and assign any action item.
5. New Business
Summarize the discussion for new issues, state the next steps and assign any action item.
6. Agenda for Next Meeting
List the items to be discussed at the next meeting.
Adjournment:
Meeting was adjourned at [TIME] by [PERSON]. The next general meeting will be at [TIME] on
[DATE] in [PLACE].
Minutes submitted by: [NAME]
149
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Approved by: [NAME] o
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MINUTES OF MEETING OF DIRECTORS r
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[COMPANY NAME] h
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Minutes of a meeting of the Board of Directors of [Company name] duly called and held on [Date] at
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[Address], commencing at [Time].
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Present were: s
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[List of names] o
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With the approval of the directors’ present, [Chairman name] acted as Chairman of the meeting and
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[Secretary name] recorded the minutes.
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On motions duly made and seconded, it was voted that: r
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1. The minutes of the last meeting of directors be taken as read. o
2. [Insert resolution per numbered paragraph]. r
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Dissenting to the motion were [Dissenting names]. t
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There being no further business to transact at this time, it was voted to adjourn the meeting.
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Dated [Date] n
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2
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[Secretary name], Secretary [Chairman name], Chairman
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2
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OBJECTION MY LORD o
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WAIVER OF NOTICE, FIRST MEETING OF THE y
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BOARD OF DIRECTORS i
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[COMPANY NAME] t
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\WE, THE UNDERSIGNED, being the directors elected by the incorporators of the above-named n
corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of the first meeting of v
the Board of Directors of said corporation. i
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We designate the [Day]th day of [Month], [Year] at [Time] as the time and [Full address] as the place of
i
said meeting; the purpose of said meeting being to elect officers, authorize the issue of the capital stock,
o
authorize the purchase of property if necessary for the business of the corporation, and the transaction
n
of such other business as may be necessary or advisable to facilitate and complete the organization of
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said corporation, and to enable it to carry on its contemplated business.
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Dated: [Date] r
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__________________________ o
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[Name 1]
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__________________________ t
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[Name 2] o
__________________________ n
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[Name 3] 2
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MINUTES OF FIRST MEETING OF THE BOARD OF C
DIRECTORS o
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[COMPANY NAME]
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1. The first meeting of the Board of Directors was held at [Place] on the [Day]th day of [Month], t
[Year] at [Time]. E
n
Present were:
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[List of names] i
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constituting a quorum of the Board. i
2. [Name] acted as Chairman and [Name] was appointed temporary Secretary of the meeting. o
n
3. The Secretary presented and read a waiver of notice of the meeting, signed by all the directors. C
o
4. The minutes of the organization meeting of incorporators were read and approved. r
5. The following persons were nominated to the offices set opposite their respective names, to serve p
for one year and until their successors are chosen and qualify: o
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[Name] - Chairman a
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[Name] - Vice Chairman
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[Name] - Secretary o
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[Name] - President .
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[Name] - Chief Financial Officer
0
6. All the directors present having voted, the Chairman announced that the aforesaid had been 0
unanimously chosen as said officers, respectively. 2
.
7. The Chairman thereupon took the chair and the Secretary thereupon entered upon the discharge of A
his duties. l
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8. Upon motion, duly made, seconded and carried, it was RESOLVED:
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That the stock certificates of this corporation shall be in the form submitted at this meeting. i
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OBJECTION MY LORD
That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this
corporation.
10. The Secretary was authorized and directed to procure the proper corporate books.
That the officers of this corporation be authorized and directed to open a bank account in the name of
the corporation, in accordance with a form of bank resolution attached to the minutes of this meeting.
12. [Name] reported the following balances in the bank accounts of the corporation at [Bank]:
Savings [Account #]: [Amount]
Checking [Account #]: [Amount]
13. Upon motion, duly made, seconded and carried, the following preambles and resolutions
were unanimously adopted:
WHEREAS, the following offer has been made to the corporation in consideration of the issuance of
full paid and non-assessable shares of the corporation:
Price = [Amount] per share
[Number] shares issued to [Name]
([Name], [Name] and [Name] hereafter known as "Offerors")
WHEREAS, In the judgment of this Board of Directors of this corporation, said offer is good and
sufficient consideration for the shares demanded therefore and necessary for the business of this
corporation,
Now, therefore, be it RESOLVED:
That the aforesaid offer be and is hereby accepted and that the President and Secretary of this
corporation be and they hereby are authorized and directed to execute in the name and on behalf of this
corporation, and under its corporate seal, such agreement or agreements as may be necessary in
accordance with said offer.
153
FURTHER RESOLVED:
That the President and Secretary be and they hereby are authorized and directed to issue and deliver in
accordance with said offer certificates of full paid and non-assessable shares of this corporation to the
said Offerors.
WHEREAS, the following loans have been offered to the corporation in consideration of the issuance
of promissory notes from the corporation:
[List]
WHEREAS, in the judgment of this Board of Directors of this corporation, said offer is good and
sufficient consideration for the loan offered therefore and necessary for the business of this corporation,
That the aforesaid offer be and is hereby accepted and that the proper officers of this corporation be and
they hereby are authorized and directed to execute in the name and on behalf of this corporation, and
under its corporate seal, such agreements, copies of which are attached hereto, as may be necessary in
That in compliance with the laws of the State of [State/province], this corporation have and
continuously maintain a registered office within the State of [State/province] and have an agent at all
times in charge thereof, upon which agent process against this corporation may be served, and that the
books and records of the corporation shall be available for examination by any stockholder for any
proper purpose as provided by law.
That the proper officers of the corporation be and they hereby are authorized and directed on behalf of
the corporation, and under its corporate seal, to make and file such certificate, report or other
instrument as may be required by law to be filed in any state, territory, or dependency of the United
States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same
to authorize the corporation to transact business in such state, territory, dependency or foreign country.
That the Chief Financial Officer be and hereby is authorized to pay all fees and expenses incident to and
necessary for the organization of the corporation.
154
OBJECTION MY LORD
There being no further business, the meeting upon motion adjourned.
Dated: [Date]
155
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C
p
MINUTES OF SPECIAL MEETING OF DIRECTORS y
r
i
g
[COMPANY NAME] h
A special meeting of the board of directors of [Company] was held at [Place & Address] on [Date], at t
[Time] in accordance with the bylaws [or pursuant to call by the president or pursuant to written waiver E
of notice signed by all of the directors, or the like]. n
v
1. The following directors were present: i
s
[List of names] i
2. The meeting was presided over by [Chairman name] and the secretary, [Secretary name], was o
present and kept the minutes. n
C
3. An agreement and written waiver of notice signed by all of the directors was read, the original copy o
of which is inserted and reads as follows: r
p
We, the undersigned, being all of the directors of [Company name], a corporation organized under the
o
laws of the State of [State/Province], consent and agree that a meeting of the board of directors be held
r
at [Address] on [Date], at [Time], to [Purpose], and for the transaction of any other business which may
a
be legally done at the meeting of the board of directors.
t
The meeting was called to order by the president. i
o
4. On motions duly made and seconded, it was voted that: n
.
3. The minutes of the last meeting of directors be taken as read.
2
4. [Insert resolution per numbered paragraph]. 0
0
Dissenting to the motion were [Dissenting names]. 2
There being no further business to transact at this time, it was voted to adjourn the meeting. .
A
Dated [Date] l
l
r
[Secretary name], Secretary [Chairman name], Chairman i
g
h
t
s
r
156 e
s
e
r
©
C
OBJECTION MY LORD o
p
MINUTES OF [SPECIAL / REGULAR] MEETING OF y
r
DIRECTORS i
g
h
[COMPANY NAME] t
E
n
v
Minutes of a [Special / Regular] meeting of the Board of Directors of [Company name] duly called and
i
held on [Date] at [Address], commencing at [Time].
s
1. The following directors were present and constituted a quorum of the Board: i
o
[List of names]. n
C
2. The following directors were absent from the meeting:
o
[None or list of names]. r
p
3. The following individuals also were present at the meeting: o
[List of names and titles]. r
a
4. [Name] acted as chairman and called the meeting to order and announced that this meeting was t
held pursuant to a written notice of meeting which was given to all directors of this corporation. A i
Copy of this notice was ordered inserted in the corporation’s Minute Book immediately preceding o
the minutes of this meeting. n
.
[Or, if this meeting was held without notice, the following paragraph should be inserted in place of the
2
prior paragraph]
0
5. The chairman called the meeting to order an announced that this meeting was held pursuant to 0
written waiver of notice and consent to the holding of this meeting. The waiver and consent was 2
presented to this meeting and, on a motion duly made, seconded, and [Unanimously] carried, was .
made a part of the records and ordered inserted in the corporation’s Minute Book immediately A
preceding the records of this meeting. l
l
6. The minutes of the last meeting of directors were then read and approved. r
i
7. The Board then discussed [Insert business transacted; for example, establishment of committee,
g
adoption of share purchase agreement, approval of employment agreement, etc.].
h
t
157 s
r
e
s
e
r
On motion duly made and seconded, the following resolutions were adopted:
[Insert resolutions]
Because there was no further business to come before the Board of Directors at this meeting, on motion
duly made and seconded, the meeting was adjourned.
Date:
[Secretary’s Name], Secretary
158
©
C
OBJECTION MY LORD o
p
WAIVER OF NOTICE, ORGANIZATION MEETING y
r
OF INCORPORATORS i
g
h
[COMPANY NAME] t
E
WE, THE UNDERSIGNED, being all the incorporators of the corporation above named, organized n
under the laws of the State of [State], DO HEREBY WAIVE NOTICE of the time, place and purpose v
of the organization meeting of said incorporators, and do fix the [Day] th day of [Month], [Year] at i
[Time] as the time, and [Place] as the place of said meeting. s
i
And we do hereby waive all the requirements of the statutes of [State] as to the notice of this meeting,
o
and do consent to the transaction of such business as may come before the meeting.
n
Dated: [Date] C
o
r
p
[DIRECTOR 1]
o
r
a
[DIRECTOR 2] t
i
o
[DIRECTOR 3] n
.
2
0
0
2
.
A
l
l
r
i
g
h
t
159 s
r
e
s
e
r
MINUTES OF ORGANIZATION MEETING OF

INCORPORATORS
[COMPANY NAME]
The organization meeting of the incorporators was held on the [Day]th day of [Month], [Year] at
[Time], at [Place] pursuant to a written waiver of notice, signed by all the incorporators fixing said time
and place.
1. The following incorporators were present in person:
[List of names]
being all of the incorporators of the corporation.
[Name] acted as Chairman and [Name] was appointed Secretary of the meeting.
2. The Chairman announced that a Certificate of Incorporation had been issued to this corporation
by [the Department of State] and that a certified copy of the Certificate had been forwarded for
recording in the Office of the Recorder of Deeds and instructed the Secretary to cause a copy of the
Certificate of Incorporation to be prefixed to the minutes.
Upon motion, duly made, seconded and carried, it was RESOLVED:
That the certificate of Incorporation of the corporation be and it hereby is accepted and that this
corporation proceed to do business thereunder.
3. The Secretary presented a form of By-Laws for the regulation of the affairs of the corporation, which
were read article by article.
That the By-Laws presented at this meeting, as amended and attached to the Minutes, were unanimously
adopted and the Secretary was instructed to cause the same to be inserted in the minute book
immediately following the copy of the Certificate of Incorporation.
4. The Chairman stated that the next business before the meeting was the election of a Board of
Directors.
After discussion, [Name] and [Name] were nominated for directors of the corporation, to hold office
for the ensuing year and until others are chosen and qualified in their stead. No other nominations
having been made, the vote was taken and the aforesaid nominees declared duly elected.
160
OBJECTION MY LORD
That the Board of Directors be and they are hereby authorized to issue the capital stock of this
corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in
such amounts and proportions as from time to time shall be determined by the Board, and to accept in ©
full or in part payment thereof such property as the Board may determine shall be good and sufficient C
consideration and necessary for the business of the corporation. o
There being no further business to transact at this time, it was voted to adjourn the meeting. p
y
Dated: [Date] r
i
g
[Secretary name], Secretary [Chairman name], Chairman h
t
E
n
v
i
s
i
o
n
C
o
r
p
o
r
a
t
i
o
n
.
2
0
0
2
.
A
l
161 l
r
i
g
h
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©
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MINUTES OF [ANNUAL / SPECIAL] MEETING OF y
r
SHAREHOLDERS i
g
h
[COMPANY NAME] t
E
The shareholders of [Company Name] held [the/a Annual/Special] Meeting of Shareholders on [Date] n
at [Time], at [Place]. v
i
1. Shareholders present at the meeting, in person or by proxy, represented [Number] shares of
s
common stock of the corporation.
i
The following stockholders were present in person: o
n
Names No. of Shares C
o
The following stockholders were represented by proxy:
r
Names No. of Shares p
o
2. The President of this corporation served as Chairman and called the meeting to order, and r
announced that a quorum was present and that this meeting was held pursuant to a written notice a
of meeting given to all shareholders of this corporation. A copy of this notice was ordered inserted t
in the minute book immediately preceding the minutes of this meeting. i
[Or, if the meeting was held without notice, the following paragraph should be inserted, substituting o
the above]: n
.
The President of this corporation called the meeting to order, and announced that the meeting was held 2
pursuant to written waiver of notice and consent to the holding of the meeting. The waiver and consent 0
was presented to this meeting and, on a motion duly made, seconded and unanimously carried, was 0
made a part of the records and ordered inserted in the minute book immediately preceding the records 2
of this meeting. .
A
[The minutes of the previous meeting of shareholders were then read and approved.] OR [It was then
l
moved, seconded, and unanimously resolved to dispense with the reading of the minutes of the previous
l
meeting.]
r
3. The President then announced that the election of directors was in order. Directors were then i
nominated to serve until the next annual meeting of shareholders and until their successors were g
duly elected and qualified. The following nominations were made and seconded: h
t
[List of names] s
r
162 e
s
e
r
C
4. No further nominations were made, and the above were [duly/unanimously] elected as directors of o
this corporation. p
y
5. The [Year] annual report of the president and directors of the [Company name] was presented and
r
read, and upon motion of [Name], seconded, it was resolved:
i
That the report be received filed with the secretary in the form as presented to the meeting. g
h
6. The secretary was directed to insert in the minute book a copy of each of the following papers: t
E
1. Notice of the meeting and proof of mailing.
n
2. Form of proxy. v
i
3. Report of the president and directors. s
4. Inspectors’ oath and report. i
o
7. On motion duly made and seconded, the following business came before the shareholders: n
C
[Insert business transacted; for example, vote for amendment to Articles or Bylaws. Note: All actions o
taken at the Meeting of Shareholders should be recorded in the minutes of the meeting.] r
8. Because there was no further business to come before this meeting, on motion duly made, seconded, p
and carried, this meeting was adjourned. o
r
a
t
Date:
i
[Secretary’s name], Secretary o
n
.
2
0
0
2
.
A
l
l
r
i
g
163 h
t
s
r
e
s
B. PROXY
IRREVOCABLE PROXY
[COMPANY NAME]
The undersigned, as record holder of the securities of [NAME OF CORPORATION] described

below, hereby revokes any previous proxies and irrevocably appoints [NAME] as the undersigned’s
proxy to attend all shareholders’ meetings and to vote, execute consents, and otherwise represent those
shares in the same manner and with the same effect as if the undersigned were personally present at any
such meeting or voting such securities or personally acting on any matters submitted to shareholders for
approval or consent.
The proxy holder will have the full power of substitution and revocation.
This proxy is made pursuant to an agreement of [DESCRIBE], dated [DATE].
This proxy will be irrevocable until [DATE]. This proxy will be revocable, notwithstanding the period
of irrevocability specified above, as required under applicable law.
BE IT KNOWN, that for good consideration, the undersigned, being the owner of [NUMBER] shares
of voting stock of [CORPORATION NAME], does hereby grant to [NAME], a non-revocable proxy
to vote on behalf of the undersigned shares of said stock at any future meeting of the stockholders of the
Corporation, and said proxy holder is entitled to attend said meetings on my behalf or vote said shares
through mail proxy.
During the pendency of this proxy, the rights to vote said shares shall be exclusively held by the proxy
holder and shall not be voted by the undersigned. This proxy shall not be revocable and shall remain in
effect until [DATE], [YEAR], when all rights hereunder shall terminate.
The undersigned agrees to annex a legend to said shares stating the existence of this outstanding proxy,
as all rights hereunder shall survive any sale or transfer of said shares.
THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER’S NAME APPEARS

ON HIS STOCK CERTIFICATE. JOINT SHAREHOLDERS MUST EACH SIGN THIS
PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE
ATTACHED.
_______________________
[SIGNATURE]
164
OBJECTION MY LORD
_____________________________________
[PRINTED NAME AS APPEARS ON STOCK CERTIFICATE]
Securities Information: _______________________
Certificate No.: ______________________________
Number of Shares: ___________________________
Class of Shares: ______________________________
165
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REVOCABLE PROXY y
r
i
g
[COMPANY NAME] h
The undersigned, as record holder of the securities of [Name of corporation] described below, hereby t
revokes any previous proxies and appoints [Name] as the undersigned’s proxy to attend all shareholders’ E
meetings and to vote, execute consents, and otherwise represent those shares in the same manner and n
with the same effect as if the undersigned were personally present at any such meeting or voting such v
securities or personally acting on any matters submitted to shareholders for approval or consent. i
s
1. The proxy holder will have the full power of substitution and revocation. i
2. This proxy is made pursuant to an agreement of [DESCRIBE], dated [Date]. o
3. This proxy is revocable at any time, and unless revoked, shall terminate on [Date]. n
BE IT KNOWN, that the undersigned, being the owner of [Number] shares of voting stock of C
[Corporation name], do hereby grant to [Name], a proxy to vote on behalf of the undersigned o
[Number] shares of said stock at any future meeting of the stockholders of the Corporation; and said r
proxy holder is entitled to attend said meetings on my behalf or vote said shares through mail proxy. p
o
During the pendency of this proxy, all rights to vote said shares shall be held by the proxy holder and
r
shall not be voted by the undersigned, provided the undersigned may revoke this proxy at any time.
a
THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER’S NAME APPEARS t
ON HIS STOCK CERTIFICATE. JOINT SHAREHOLDERS MUST EACH SIGN THIS i
PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE o
ATTACHED. n
.
2
0
[Signature]
0
2
.
[Printed name as appears on stock certificate] A
l
l
Securities Information: r
i
Certificate No.: g
Number of Shares: h
t
Class of Shares: s
r
166 e
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OBJECTION MY LORD o
p
REVOCATION OF PROXY y
r
i
g
[COMPANY NAME] h
The undersigned, as owner of the securities of [Name of corporation] described below, hereby revokes t
any and all proxies and substitutions of proxies, including the proxy executed on [Date], naming E
[Name] as proxy, and further revokes any and all authority heretofore given to any person or persons to n
attend meetings, vote, consent, or otherwise act on behalf of the undersigned in any manner whatsoever v
with respect to such securities. i
s
Dated: [Date] i
o
n
[Signature] C
o
r
p
[Printed name as on stock certificate]
o
r
a
Securities Information: t
i
Certificate No.:
o
Number of Shares: n
.
Class of Shares: 2
0
0
2
.
A
l
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g
h
t
167 s
r
e
s
e
r
RESOLUTIONS AND RESIGNATIONS

BOARD RESOLUTION ADOPTED ON [DATE]
The undersigned, being all the directors of [COMPANY NAME], hereby sign the following amended
resolutions:
RESOLVED THAT:
1. The financial statements of the corporation for the fiscal year ended [MONTH AND DAY],
prepared by [ACCOUNTANT’S NAME], Chartered Accountants, under their comments dated
[DATE], are approved which approval shall be evidenced by signature of the balance sheet.
OR
2. The financial statements of the corporation for the fiscal year ended [MONTH AND DAY],
prepared by [AUDITORS' NAMES], under their audit report dated [DATE], are approved, which
approval shall be evidenced by signature of the balance sheet.
3. The approved financial statements be placed before the annual meeting of shareholders of the
corporation.
4. [ACCOUNTANTS] are appointed the accountants of the corporation for the current fiscal
year.
5. By-Law No. [NUMBER] is passed as a by-law of the corporation to be placed before a meeting
of shareholders of the corporation for confirmation.
6. The application to amend the Articles of Incorporation [OR LETTERS PATENT] of the
corporation in the draft form appended as Schedule A to these resolutions is approved to be placed
before a meeting of shareholders of the corporation for confirmation.
7. The corporation sells substantially all its assets to [PURCHASER NAME] in accordance with
the draft agreement of purchase and sale appended as Schedule A to these resolutions.
8. [CHAIRMAN NAME] is elected as Chairman of the Board of Directors.
9. A dividend of [AMOUNT] per share is declared on the issued [CLASS NAME] shares of the
corporation held by the [CLASS NAME] shareholders of record as of this date.
10. The salary of the [OFFICER] of the corporation is fixed at [AMOUNT] per annum effective
[DATE].
11. The corporation executes the [CONTRACT/INSTRUMENT] in the draft form appended as
Schedule A to these resolutions.
168
OBJECTION MY LORD
12. The transfer of [NUMBER AND CLASS OF SHARES] from [TRANSFEROR NAME] to
[TRANSFEREE NAME] is approved.
13. The address of the head [OR REGISTERED] office of the corporation is changed to [NEW
ADDRESS].
_______________________ ____________________
[DIRECTOR NAME] [DIRECTOR NAME]
169
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R ESIGNATION OF D IRECTORSHIP

I hereby resign as a director of [Company name] effective immediately.
Yours very truly,
Your name
Your title
Telephone contact
170
OBJECTION MY LORD
[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R ESIGNATION OF O FFICE

I hereby resign as [Office] of [Company name] effective immediately.
Yours very truly,
Your name
Your title
Telephone contact
171
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SHAREHOLDERS RESOLUTION y
r
i
g
The undersigned, being all the shareholders of [Company name], hereby sign the following annual h
resolutions: t
RESOLVED THAT: E
n
1. These resolutions are in place of an annual meeting of shareholders of the corporation. v
i
2. The financial statements of the corporation for the fiscal year ended [Month and day], prepared
s
by [Accountants’ name], Chartered Accountants, under their comments dated [Date], are
i
received.
o
OR n
C
3. The financial statements of the corporation for the fiscal year ended [Month and day], prepared o
by [Auditors' names], under their audit report dated [Date], are approved. r
p
4. [Directors names] are continued as directors of the corporation.
o
5. No auditor be appointed for the current fiscal year of the corporation. r
a
OR t
i
6. [Auditor names] are appointed the auditors of the corporation for the current fiscal year.
o
7. The acts of the Board of Directors since the last annual meeting of shareholders are approved n
and ratified. .
2
8. [Director name] is elected as a director of the corporation. 0
9. By-Law No. [Number] passed by the Board of Directors of the corporation is confirmed. 0
2
10. The application to amend the Articles of Incorporation [OR Letters Patent] of the corporation .
in the draft form appended as Schedule A to these resolutions is approved. A
l
11. The proposed sale by the corporation of substantially all its assets to [Purchaser name] in l
accordance with the draft agreement of purchase and sale appended as Schedule A to these r
resolutions is approved. i
12. [Director name] is removed as a director of the corporation. g
h
Dated: [Date] t
s
r
172 e
s
e
r
OBJECTION MY LORD
[Shareholder name]
[Shareholder name]
173
C. SHAREHOLDERS
ARTICLES OF INCORPORATION
These Articles of Incorporation (the “Agreement”) are made and effective [DATE],
BY: [INCORPORATOR NAME] (the "Incorporator"), an individual / a corporation organized

and existing under the laws of the [STATE/PROVINCE], with its head office located at:
AND: [REGISTERED AGENT NAME] (the "Registered Agent"), an individual / a corporation

organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:
1. ARTICLES OF INCORPORATION OF [CORPORATION NAME]
The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract,
hereby forms a corporation under the laws of the State of [STATE/PROVINCE].
2. NAME
The name of the corporation shall be:
3. NATURE OF BUSINESS
This corporation may engage in or transact any and all lawful activities or business permitted under the
laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or
nation.
4. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized to have outstanding at any
one time is [NUMBER] shares of common stock having a par value of [VALUE] per share.
5. ADDRESS
The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name
of the initial Registered Agent for the corporation at that address is: [NAME]
6. SPECIAL PROVISIONS
The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of
the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be
deemed to have been taken by the appropriate officers to accomplish this compliance.
7. TERM OF EXISTENCE
174
OBJECTION MY LORD
This corporation shall exist perpetually.
8. LIMITATION OF LIABILITY
Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be
indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in
connection with the defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or officer of the corporation or
of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted
by law. The foregoing right of indemnification shall be inclusive of any other rights to which any
director,
stockholder or officer may be entitled as a matter of law.
9. SELF DEALING
No contract or other transaction between the corporation and other corporations, in the absence of
fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation
is or are interested in a contract or transaction, or are directors or officers of any other corporation, and
any director or directors, individually or jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with such person or person's firm or
corporation, and each and every person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this contracting with the corporation for the
benefit of himself or any firm, association or corporation in which he may be in any way interested. Any
director of the corporation may vote upon any transaction with the corporation without regard to the
fact
that he is also a director of such subsidiary or corporation.
This corporation shall have a minimum of [NUMBER] director(s). The initial Board of Directors shall
consist of:
[NAME] and [FUNCTION]
10. DESIGNATION OF AND ACCEPTANCE BY REGISTERED AGENT
175
The Registered Agent agrees and accepts service of process; to keep the office open during prescribed
hours; to post my name (and any other officers of said corporation authorized to accept service of
process at the above designated address) in some conspicuous place in the office as required by law.
written.
INCORPORATOR REGISTERED AGENT
____________________ _____________________
____________________ _____________________
176
OBJECTION MY LORD
ACKNOWLEDGMENT
State of [STATE]
County of [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF

PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
Signature: _________________
Notary
(Seal)
177
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BY-LAWS OF [CORPORATION] y
r
These By-Laws of [CORPORATION] (the “Agreement”) are made and effective [DATE]. i
g
1. CORPORATE OFFICES h
1.1. Principal Office t
E
The Board of Directors shall fix the location of the principal executive office of the corporation at any n
place within or outside the State of [STATE/PROVINCE]. If the principal executive office is located v
outside [STATE/PROVINCE] and the corporation has one or more business offices in i
[STATE/PROVINCE], then the Board of Directors shall fix and designate a principal business office s
in [STATE/PROVINCE]. i
o
1.2. Other Offices n
The Board of Directors may at any time establish branch or subordinate offices at any place or places. C
o
2. MEETINGS OF SHAREHOLDERS r
p
2.1. Place Of Meetings
o
All meetings of shareholders shall be held at any place within or outside the State of r
[STATE/PROVINCE] designated by the Board of Directors. In the absence of any such designation, a
shareholders' meetings shall be held at the principal executive office of the corporation or at any place t
consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting i
and filed with the Secretary of the corporation. o
n
2.2. Annual Meeting .
2
An annual meeting of shareholders shall be held each year on a date and at a time designated by the
0
Board of Directors. At that meeting, directors shall be elected. Any other proper business may be
0
transacted at the annual meeting of shareholders.
2
2.3. Special Meetings .
A
Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 l
and 2.5 of these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the l
holders of shares entitled to cast not less than [%] of the votes at that meeting. r
If a special meeting is called by anyone other than the Board of Directors or the President or the i
Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the g
general nature of the business proposed to be transacted, and shall be delivered personally or sent by h
registered mail or by other written communication to the Chairman of the Board, the President, any t
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OBJECTION MY LORD o
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Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause y
notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 r
and 2.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons i
calling the meeting, so long as that time is not less than [NUMBER] nor more than [NUMBER] days g
after the receipt of the request. If the notice is not given within [NUMBER] days after receipt of the h
request, then the person or persons requesting the meeting may give the notice. Nothing contained in t
this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a E
meeting of shareholders called by action of the Board of Directors may be held. n
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2.4. Notice Of Shareholders’ Meetings
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All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 s
of these By-Laws not less than [NUMBER] (or, if sent by third-class mail pursuant to Section 2.5 of i
these By-Laws, not less than [NUMBER] nor more than [NUMBER] days before the date of the o
meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of n
the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, C
and no business other than that specified in the notice may be transacted, or (ii) in the case of the annual o
meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to r
present for action by the shareholders, but, subject to the provisions of the next paragraph of this Section p
2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at o
which Directors are to be elected shall include the names of nominees intended at the time of the notice r
to be presented by the Board for election. a
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If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a i
director has a direct or indirect financial interest, (ii) an amendment of the Articles of Incorporation, , o
(iii) a reorganization of the corporation, (iv) a voluntary dissolution of the corporation, or (v) a n
distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, .
then the notice shall also state the general nature of that proposal. 2
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2.5. Manner Of Giving Notice; Affidavit Of Notice
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Notice of a shareholders' meeting shall be given either personally or by first-class mail, or, if the 2
corporation has outstanding shares held of record by [NUMBER] or more persons on the record date .
for the shareholders' meeting, notice may be sent by third-class mail, or other means of written A
communication, addressed to the shareholder at the address of the shareholder appearing on the books l
of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such l
address appears or is given, at the place where the principal executive office of the corporation is located r
or by publication at least once in a newspaper of general circulation in the county in which the principal i
executive office is located. The notice shall be deemed to have been given at the time when delivered g
personally or deposited in the mail or sent by other means of written communication. h
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If any notice (or any report referenced in Article VII of these By-Laws) addressed to a shareholder at the
address of such shareholder appearing on the books of the corporation is returned to the corporation by
the [COUNTRY] Postal Service marked to indicate that the [COUNTRY] Postal Service is unable to
deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have
been duly given without further mailing if the same shall be available to the shareholder upon written
demand of the shareholder at the principal executive office of the corporation for a period of
[NUMBER] year from the date of the giving of the notice.
An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.5,
executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the
giving of the notice or report.
2.6. Quorum
Unless otherwise provided in the Articles of Incorporation of the corporation, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. The shareholders present at a duly called or held meeting at which a quorum is present
may continue to transact business until adjournment notwithstanding the withdrawal of enough ©
shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by C
at least a majority of the shares required to constitute a quorum. o
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In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the y
vote of a majority of the shares represented either in person or by proxy, but no other business may be r
transacted, except as provided in the last sentence of the preceding paragraph. i
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2.7. Adjourned Meeting; Notice
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Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned t
from time to time by the vote of the majority of the shares represented at that meeting, either in person E
or by proxy. n
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When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice i
need not be given of the adjourned meeting if its time and place are announced at the meeting at which s
the adjournment is taken. However, if the adjournment is for more than [NUMBER] days from the i
date set for the original meeting or if a new record date for the adjourned meeting is fixed, a notice of o
the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned n
meeting in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws. At any adjourned C
meeting the corporation may transact any business which might have been transacted at the original o
meeting. r
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2.8. Voting
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OBJECTION MY LORD
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with
the provisions of Section 2.11 of these By-Laws. Elections for directors and voting on any other matter
at a shareholders' meeting need not be by ballot unless a shareholder demands election by ballot at the
meeting and before the voting begins.
Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the
Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote of the shareholders. Any holder of shares entitled to vote on any matter
may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or may
vote them against the proposal other than elections to office, but, if the shareholder fails to specify the
number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote. The
affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a
quorum is present (which shares voting affirmatively also constitute at least a majority of the required
quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is
required by the [CODE] or by the Articles of Incorporation.
At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate
votes either (i) by giving one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by
distributing the shareholder's votes on the same principle among as many candidates as the shareholder
thinks fit, if the candidate or candidates' names have been placed in nomination prior to the voting and
the shareholder has given notice prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such a notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination. The candidates receiving the highest number of
affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate
and votes withheld shall have no legal effect.
2.9. Validation Of Meetings; Waiver Of Notice; Consent
The transactions of any meeting of shareholders, either annual or special, however called and noticed,
and wherever held, are as valid as though they had been taken at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice
or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business
to be transacted at nor the purpose of any annual or special meeting of shareholders need be specified in
any written waiver of notice or consent to the holding of the meeting or approval of the minutes thereof,
except that if action is taken or proposed to be taken for approval of any of those matters specified in
the second paragraph of Section 2.4 of these By-Laws, the waiver of notice or consent or approval shall
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state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at that meeting,
except when the person objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by the [CODE] to be included in
the notice of such meeting but not so included, if such objection is expressly made at the meeting.
2.10. Shareholder Action By Written Consent Without A Meeting
Any action which may be taken at any annual or special meeting of shareholders may be taken without
a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
Directors may not be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors. However, a director may be elected at any time to fill any
vacancy on the Board of Directors, provided that it was not created by removal of a director and that it
has not been filled by the directors, by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors.
All such consents shall be maintained in the corporate records. Any shareholder giving a written
consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of
the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the
Secretary of the corporation before written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall
give prompt notice of any corporate action approved by the shareholders without a meeting by less than
unanimous written consent to those shareholders entitled to vote who have not consented in writing.
Such notice shall be given in the manner specified in Section 2.5 of these By-Laws. In the case of approval
of (i) a contract or transaction in which a director has a direct or indirect financial interest, (ii)
indemnification of a corporate agent, (iii) a reorganization of the corporation, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred shares, the notice shall be
given at least [NUMBER] days before the consummation of any action authorized by that approval,
unless the consents of all shareholders entitled to vote have been solicited in writing.
2.11. Record Date For Shareholder Notice; Voting; Giving Consents
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OBJECTION MY LORD
In order that the corporation may determine the shareholders entitled to notice of any meeting or to
vote, the Board of Directors may fix, in advance, a record date, which shall not be more than
[NUMBER] days nor less than [NUMBER] days prior to the date of such meeting nor more than
[NUMBER] days before any other action. Shareholders at the close of business on the record date are
entitled to notice and to vote, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in the Articles of
Incorporation or the [CODE] .
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders

shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for
the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned
for more than [NUMBER] days from the date set for the original meeting.
If the Board of Directors does not so fix a record date:
i. The record date for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
ii. The record date for determining shareholders entitled to give consent to corporate action in
writing without a meeting, (i) when no prior action by the Board has been taken, shall be the
day on which the first written consent is given, or (ii) when prior action by the Board has been
taken, shall be at the close of business on the day on which the Board adopts the resolution
relating thereto, or the [NUMBER] day prior to the date of such other action, whichever is
later.
The record date for any other purpose shall be as provided in Section 8.1 of these By-Laws.
2.12. Proxies
Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed if the shareholder's name or other
authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or
electronic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i)
the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the
corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to
the meeting or by attendance at such meeting and voting in person, or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that
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proxy is counted; provided, however, that no proxy shall be valid after the expiration of [NUMBER]
months from the date thereof, unless otherwise provided in the proxy. The dates contained on the forms
of proxy presumptively determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
2.13. Inspectors Of Election
In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to
act at the meeting and any adjournment thereof. If inspectors of election are not so appointed or
designated or if any persons so appointed fail to appear or refuse to act, then the Chairman of the
meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of
election (or persons to replace those who so fail to appear) at the meeting. The number of inspectors
shall be either [NUMBER] or [NUMBER]. If appointed at a meeting on the request of [NUMBER]
or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine
whether [NUMBER] or [NUMBER] inspectors are to be appointed.
The inspectors of election shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity,
and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions
in any way arising in connection with the right to vote, count and tabulate all votes or consents,
determine when the polls shall close, determine the result and do any other acts that may be proper to
conduct the election or vote with fairness to all shareholders.
3. DIRECTORS
3.1. Powers
Subject to the provisions of the [CODE] and any limitations in the Articles of Incorporation and these
By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the management of the day-
to-day operation of the business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board.
3.2. Number Of Directors
The authorized number of directors of the corporation shall be [NUMBER].
3.3. Election And Term Of Office Of Directors
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OBJECTION MY LORD
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration
of the term for which elected and until a successor has been elected and qualified, except in the case of
the death, resignation, or removal of such a director.
3.4. Removal
The entire Board of Directors or any individual director may be removed from office without cause by
the affirmative vote of a majority of the outstanding shares entitled to vote on such removal; provided,
however, that unless the entire Board is removed, no individual director may be removed when the votes
cast against such director's removal, or not consenting in writing to such removal, would be sufficient
to elect that director if voted cumulatively at an election at which the same total number of votes cast
were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of such director's most recent election were then being
elected.
3.5. Resignation And Vacancies
Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board
of Directors may elect a successor to take office when the resignation becomes effective.
Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the
number of directors then in office is less than a quorum by (i) unanimous written consent of the
directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting
held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created
by the removal of a director by the vote or written consent of the shareholders or by court order may be
filled only by the affirmative vote of a majority of the shares represented and voting at a duly held
meeting at which a quorum is present (which shares voting affirmatively also constitute at least a
majority of the required quorum), or by the unanimous written consent of all shares entitled to vote
thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and
until a successor has been elected and qualified, or until his or her death, resignation or removal.
A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death,
resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the
office of a director who has been declared of unsound mind by an order of court or convicted of a felony,
(iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of
shareholders at which any director or directors are elected, to elect the full authorized number of
directors to be elected at that meeting.
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The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled
by the directors, but any such election by written consent, other than to fill a vacancy created by removal,
shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.
A director may not be elected by written consent to fill a vacancy created by removal except by
unanimous consent of all shares entitled to vote for the election of directors.
3.6. Place Of Meetings; Meetings By Telephone
Regular meetings of the Board of Directors may be held at any place within or outside the State of
[STATE/PROVINCE] that has been designated from time to time by resolution of the Board. In the
absence of such a designation, regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the Board may be held at any place within or outside the State of
[STATE/PROVINCE] that has been designated in the notice of the meeting or, if not stated in the
notice or if there is no notice, at the principal executive office of the corporation.
Members of the Board may participate in a meeting through the use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting can hear one another.
Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.
3.7. Regular Meetings
Regular meetings of the Board of Directors may be held without notice if the time and place of such
meetings are fixed by the Board of Directors.
3.8. Special Meetings; Notice
Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary or any [NUMBER] directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each
director or sent by first-class mail, telegram, charges prepaid, or by fax, addressed to each director at that
director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be
deposited in the [COUNTRY] mail at least [NUMBER] days before the time of the holding of the
meeting. If the notice is delivered personally or by telephone or by fax or telegram, it shall be delivered
personally or by telephone or by fax or to the telegraph company at least [NUMBER] hours before the
time of the holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director who the person giving
the notice has reason to believe will promptly communicate it to the director. The notice need not
specify the purpose of the meeting.
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OBJECTION MY LORD
3.9. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 3.11 of these By-Laws. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which a quorum is present is the
act of the Board of Directors, subject to the provisions of [SPECIFY] (as to approval of contracts or
transactions in which a director has a direct or indirect material financial interest), [SECTION OF
[CODE] OR LAW] (as to appointment of committees), [SECTION OF [CODE] OR LAW] (as to
indemnification of directors), the Articles of Incorporation, and other applicable law.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for
such meeting.
3.10. Waiver Of Notice
Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding
the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or
special meeting of the Board of Directors.
3.11. Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to
another time and place.
3.12. Notice Of Adjournment
If the meeting is adjourned for more than [NUMBER] hours, notice of any adjournment to another
time and place shall be given prior to the time of the adjourned meeting to the directors who were not
present at the time of the adjournment.
3.13. Board Action By Written Consent Without A Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the Board individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as a unanimous vote of the Board of Directors.
3.14. Fees And Compensation Of Directors
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Directors and members of committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This
Section 3.14 shall not be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation for those services.
3.15. Approval Of Loans To Officers
If these By-Laws have been approved by the corporation's shareholders in accordance with the [CODE]
, the corporation may, upon the approval of the Board of Directors alone, make loans of money or
property to, or guarantee the obligations of, any officer of the corporation or of its parent, if any,
whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties provided that (i) the Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of
record by [NUMBER] or more persons (determined as provided in [SECTION OF [CODE] ]) on the
date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote
sufficient without counting the vote of any interested director or directors. Notwithstanding the
foregoing, the corporation shall have the power to make loans permitted by the [CODE] .
4. COMMITTEES
4.1. Committees Of Directors
The Board of Directors may, by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of [NUMBER] or more directors, to serve at the
pleasure of the Board. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee. The appointment of
members or alternate members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee shall have authority to act in the manner and to the extent provided
in the resolution of the Board and may have all the authority of the Board, except with respect to:
i. The approval of any action which, under the [CODE] , also requires shareholders' approval
or approval of the outstanding shares.
ii. The filling of vacancies on the Board of Directors or in any committee.
iii. The fixing of compensation of the directors for serving on the Board or on any committee.
iv. The amendment or repeal of these By-Laws or the adoption of new By-Laws.
v. The amendment or repeal of any resolution of the Board of Directors which by its express
terms is not so amendable or repealable.
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OBJECTION MY LORD
vi. A distribution to the shareholders of the corporation, except at a rate, in a periodic amount or
within a price range set forth in the Articles of Incorporation or determined by the Board of
Directors.
vii. The appointment of any other committees of the Board of Directors or the members thereof.
4.2. Meetings And Action Of Committees
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these By-Laws, Section 3.6 (place of meetings), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section
3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting),
with such changes in the context of those By-Laws as are necessary to substitute the committee and its
members for the Board of Directors and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of the Board of Directors or by
resolution of the committee, that special meetings of committees may also be called by resolution of the
Board of Directors, and that notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the provisions of these By-Laws.
5. OFFICERS
5.1. Officers
The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or
more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of Section 5.3 of these By-Laws.
Any number of offices may be held by the same person.
5.2. Appointment Of Officers
The officers of the corporation, except such officers as may be appointed in accordance with the
provisions of Section 5.3 or Section 5.5 of these By-Laws, shall be chosen by the Board and serve at the
pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
5.3. Subordinate Officers
The Board of Directors may appoint, or may empower the Chairman of the Board or the President to
appoint, such other officers as the business of the corporation may require, each of whom shall hold
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office for such period, have such authority, and perform such duties as are provided in these By-Laws or
as the Board of Directors may from time to time determine.
5.4. Removal And Resignation Of Officers
Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the
pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the
Board of Directors at any regular or special meeting of the Board or, except in case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be conferred by the
Board of Directors.
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
5.5. Vacancies In Offices
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall
be filled in the manner prescribed in these By-Laws for regular appointments to that office.
5.6. Chairman Of The Board
The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the
Board of Directors and exercise and perform such other powers and duties as may from time to time be
assigned by the Board of Directors or as may be prescribed by these By-Laws. If there is no President,
then the Chairman of the Board shall also be the chief executive officer of the corporation and shall have
the powers and duties prescribed in Section 5.7 of these By-Laws.
5.7. President
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman
of the Board, if there be such an officer, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the corporation. The President shall preside at
all meetings of the shareholders and, in the absence or nonexistence of a Chairman of the Board, at all
meetings of the Board of Directors. The President shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors or these By-Laws.
5.8. Vice Presidents
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OBJECTION MY LORD
In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by
the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall
perform all the duties of the President and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively by the Board of Directors,
these By-Laws, the President or the Chairman of the Board.
5.9. Secretary
The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such
other place as the Board of Directors may direct, a book of minutes of all meetings and actions of
Directors, committees of directors and shareholders. The minutes shall show the time and place of each
meeting, whether regular or special, the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at shareholders' meetings, and the proceedings
thereof.
The Secretary shall keep at the principal executive office of the corporation or at the office of the
corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates evidencing such shares,
and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary
shall give notice of all meetings of the shareholders and of the Board of Directors required to be given
by law or by these By-Laws. The Secretary shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as may be prescribed by
the Board of Directors or by these By-Laws.
5.10. Chief Financial Officer
The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares.
The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of
the corporation with such depositaries as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render
to the President and directors, whenever they request it, an account of all of his or her transactions as
Chief Financial Officer and of the financial condition of the corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board or these By-Laws.
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6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,AND OTHER

AGENTS
6.1. Indemnification Of Directors
The corporation shall, to the maximum extent and in the manner permitted by the [CODE] , indemnify
each of its directors against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined in [SECTION OF [CODE] OR
LAW]), arising by reason of the fact that such person is or was a director of the corporation. For
purposes of this Article VI, a director of the corporation includes any person (i) who is or was a director
of the corporation, (ii) who is or was serving at the request of the corporation as a director of another
foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a
director of a corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
6.2. Indemnification Of Others
The corporation shall have the power, to the extent and in the manner permitted by the [CODE] , to
indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined
in [SECTION OF [CODE] OR LAW]), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined [SECTION OF [CODE] OR
LAW]), arising by reason of the fact that such person is or was an employee, officer, or agent of the
corporation. For purposes of this Article VI, an employee or officer or agent of the corporation (other
than a director) includes any person (i) who is or was an employee, officer, or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee, officer, or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an
employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation.
6.3. Payment Of Expenses In Advance
Expenses and attorneys' fees incurred in defending any civil or criminal action or proceeding for which
indemnification is required pursuant to Section 6.1, or if otherwise authorized by the Board of
Directors, shall be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such
amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified
as authorized in this Article VI.
6.4. Indemnity Not Exclusive
The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any By-Law, agreement, vote of
shareholders or directors or otherwise, both as to action in an official capacity and as to action in another
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OBJECTION MY LORD
capacity while holding such office. The rights to indemnity hereunder shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
6.5. Insurance Indemnification
The corporation shall have the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation against any liability asserted against or
incurred by such person in such capacity or arising out of that person's status as such, whether or not
the corporation would have the power to indemnify that person against such liability under the
provisions of this Article VI.
6.6. Conflicts
No indemnification or advance shall be made under this Article VI, except where such indemnification
or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction,
in any circumstance where it appears:
i. That it would be inconsistent with a provision of the Articles of Incorporation, these By-Laws,
a resolution of the shareholders or an agreement in effect at the time of the accrual of the
alleged cause of the action asserted in the proceeding in which the expenses were incurred or
other amounts were paid, which prohibits or otherwise limits indemnification; or
ii. That it would be inconsistent with any condition expressly imposed by a court in approving
a settlement.
6.7. Right To Bring Suit
If a claim under this Article is not paid in full by the corporation within [NUMBER] days after a written
claim has been received by the corporation (either because the claim is denied or because no
determination is made), the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of conduct that make it
permissible under the [CODE] for the corporation to indemnify the claimant for the claim. Neither the
failure of the corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met the
193
applicable standard of conduct, shall be a defense to such action or create a presumption for the
purposes of such action that the claimant has not met the applicable standard of conduct.
6.8. Indemnity Agreements
The Board of Directors is authorized to enter into a contract with any director, officer, employee or
agent of the corporation, or any person who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, or any person who was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if
the Board of Directors so determines and to the extent permitted by applicable law, greater than, those
provided for in this Article VI.
6.9. Amendment, Repeal Or Modification
Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any
right or protection of a director or agent of the corporation existing at the time of such amendment,
repeal or modification.
7. RECORDS AND REPORTS
7.1. Maintenance And Inspection Of Share Register
The corporation shall keep either at its principal executive office or at the office of its transfer agent or
registrar (if either be appointed), as determined by resolution of the Board of Directors, a record of its
shareholders listing the names and addresses of all shareholders and the number and class of shares held
by each shareholder.
The record of shareholders shall also be open to inspection and copying by any shareholder or holder of
a voting trust certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to the holder's interests as a shareholder or holder of a
voting trust certificate.
A shareholder or shareholders of the corporation holding at least [%] in the aggregate of the outstanding
voting shares of the corporation or who hold at least [%] of such voting shares and have filed a Schedule
[IDENTIFY] with the [GOVERNMENT AGENCY] relating to the election of directors, shall have an
absolute right to do either or both of the following (i) inspect and copy the record of shareholders'
names, addresses, and shareholdings during usual business hours upon [NUMBER] days' prior written
demand upon the corporation, or (ii) obtain from the transfer agent for the corporation, upon written
demand and upon the tender of such transfer agent's usual charges for such list (the amount of which
charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders'
names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of
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the most recent record date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand. The list shall be made available on or before the later of [NUMBER]
business days after the demand is received or the date specified therein as the date as of which the list is
to be compiled.
Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the demand.
7.2. Maintenance And Inspection Of By-Laws
The corporation shall keep at its principal executive office or, if its principal executive office is not in
the State of [STATE/PROVINCE], at its principal business office in [STATE/PROVINCE], the
original or a copy of these By-Laws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal executive office of the
corporation is outside the State of [STATE/PROVINCE] and the corporation has no principal
business office in such state, then it shall, upon the written request of any shareholder, furnish to such
shareholder a copy of these By-Laws as amended to date.
7.3. Maintenance And Inspection Of Other Corporate Records
The accounting books and records and the minutes of proceedings of the shareholders and the Board of
Directors, and committees of the Board of Directors shall be kept at such place or places as are designated
by the Board of Directors or, in absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form, and the accounting books and records shall be
kept either in written form or in any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon the written demand
on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during
usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as the
holder of a voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate
may be made in person or by an agent or attorney and the right of inspection includes the right to copy
and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.
7.4. Inspection By Directors
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records,
and documents of every kind and to inspect the physical properties of the corporation and each of its
subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or
by an agent or attorney and the right of inspection includes the right to copy and make extracts.
195
7.5. Annual Report To Shareholders; Waiver
The Board of Directors shall cause an annual report to be sent to the shareholders not later than
[NUMBER] days after the close of the fiscal year adopted by the corporation. Such report shall be sent
to the shareholders at least [NUMBER] (or, if sent by third-class mail, [NUMBER]) days prior to the
annual meeting of shareholders to be held during the next fiscal year and in the manner specified in
Section 2.5 of these By-Laws for giving notice to shareholders of the corporation.
The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement
and statement of changes in financial position for the fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an authorized officer of the
corporation that the statements were prepared without audit from the books and records of the
corporation.
The foregoing requirement of an annual report shall be waived so long as the shares of the corporation
are held by fewer than [NUMBER] holders of record.
7.6. Financial Statements
If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the
written request of any shareholder made more than [NUMBER] days after the close of such fiscal year,
deliver or mail to the person making the request, within [NUMBER] days thereafter, a copy of a balance
sheet as of the end of such fiscal year and an income statement and statement of changes in financial
position for such fiscal year.
A shareholder or shareholders holding at least [%] of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the current fiscal year ended more than
[NUMBER] days prior to the date of the request and a balance sheet of the corporation as of the end of
that period. The statements shall be delivered or mailed to the person making the request within
[NUMBER] days thereafter. A copy of the statements shall be kept on file in the principal office of the
corporation for [NUMBER] months and it shall be exhibited at all reasonable times to any shareholder
demanding an examination of the statements or a copy shall be mailed to the shareholder. If the
corporation has not sent to the shareholders its annual report for the last fiscal year, the statements
referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the
shareholder or shareholders within [NUMBER] days after the request.
The quarterly income statements and balance sheets referred to in this section shall be accompanied by
the report thereon, if any, of any independent accountants engaged by the corporation or the certificate
of an authorized officer of the corporation that the financial statements were prepared without audit
from the books and records of the corporation.
7.7. Representation Of Shares Of Other Corporations
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OBJECTION MY LORD
The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Secretary
or Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or
the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation or corporations standing in
the name of this corporation. The authority herein granted may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.
8. GENERAL MATTERS
8.1. Record Date For Purposes Other Than Notice And Voting
For purposes of determining the shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful
action (other than with respect to notice or voting at a shareholders meeting or action by shareholders
by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which
shall not be more than [NUMBER] days prior to any such action. Only shareholders of record at the
close of business on the record date are entitled to receive the dividend, distribution or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the
Incorporation or the [CODE] .
If the Board of Directors does not so fix a record date, then the record date for determining shareholders
for any such purpose shall be at the close of business on the day on which the Board adopts the resolution
relating thereto or the [NUMBER] day prior to the date of that action, whichever is later.
8.2. Checks; Drafts; Evidences Of Indebtedness
From time to time, the Board of Directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.
8.3. Corporate Contracts And Instruments: How Executed
The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on
behalf of the corporation; such authority may be general or confined to specific instances. Unless so
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for any amount.
197
8.4. Certificates For Shares
A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of
such shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares
partly paid provided that these certificates shall state the total amount of the consideration to be paid
for them and the amount actually paid. All certificates shall be signed in the name of the corporation by
the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President and
by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of
the signatures on the certificate may be by facsimile.
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if that person were an officer, transfer agent or
registrar at the date of issue.
8.5. Lost Certificates
Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously
issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and
cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact),
authorize the issuance of replacement certificates on such terms and conditions as the Board may
require; the Board may require indemnification of the corporation secured by a bond or other adequate
security sufficient to protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the
issuance of the replacement certificate.
8.6. Construction; Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the [CODE] shall govern the construction of these By-Laws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes the singular, and the
term person includes both a corporation and a natural person.
9. AMENDMENTS
9.1. Amendment By Shareholders
New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the
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OBJECTION MY LORD
Articles of Incorporation of the corporation set forth the number of authorized Directors of the
corporation, then the authorized number of Directors may be changed only by an amendment of the
Articles of Incorporation.
9.2. Amendment By Directors
Subject to the rights of the shareholders as provided in Section 9.1 of these By-Laws, By-Laws, other
than a By-Law or an amendment of a By-Law changing the authorized number of directors (except to
fix the authorized number of directors pursuant to a By-Law providing for a variable number of
directors), may be adopted, amended or repealed by the Board of Directors.
9.3. Record Of Amendments
Whenever an amendment or new By-Law is adopted, it shall be copied in the book of minutes with the
original By-Laws. If any By-Law is repealed, the fact of repeal, with the date of the meeting at which the
repeal was enacted or written consent was filed, shall be stated in said book.
written.
ATTORNEY CLIENT
199
CERTIFICATION OF BY-LAWS
Reference in these By-Laws to any provision of the [STATE/PROVINCE] Corporations [CODE]
shall be deemed to include all amendments thereof.
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of [Name of Corporation], a

[STATE/PROVINCE] corporation.
2. That the foregoing By-Laws constitute the By-Laws of said corporation as adopted by the Directors
of said corporation by unanimous written consent at a duly called and held meeting of the Board of
Directors on [DATE].
3. The foregoing By-Laws were also adopted by the shareholders of said corporation by unanimous
written consent at a duly called and held meeting of the shareholders on [DATE].
IN WITNESS WHEREOF, I have hereunto subscribed my name this [DAY] of [DATE].
SECRETARY
Authorized Signature
Print Name and Title
200
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p
CERTIFICATE OF INCORPORATION OF [N AME ] y
r
This Certificate of Incorporation of [NAME] (the “Agreement”) is made and effective [DATE], i
g
BY: [INCORPORATOR NAME] (the "Incorporator"), a corporation organized and existing h
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws E
v
1. NAME OF CORPORATION i
s
The name of the corporation is [Name of Corporation]. i
2. ADDRESS OF CORPORATION o
n
The address of the registered office of the corporation in the State of [STATE/PROVINCE]. The name C
of its registered agent at that address is [NAME]. o
r
3. PURPOSE OF CORPORATION
p
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be o
organized under the General Corporation Law of the State of Delaware. r
a
4. TOTAL NUMBER AND VALUE OF SHARES t
i
The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares,
o
all of which shall be Common Stock, [AMOUNT] par value per share.
n
5. BOARD OF DIRECTORS .
2
The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of 0
the corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law 0
whether adopted by them or otherwise. 2
6. ELECTION OF DIRECTORS .
A
Election of directors need not be by written ballot except and to the extent the By-Laws of the l
corporation shall so provide. l
r
7. LIABILITIES i
To the fullest extent permitted by law, no director of the corporation shall be personally liable to the g
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without h
t
201 s
r
e
s
e
r
limiting the effect of the preceding sentence, if the Delaware General Corporation Law is hereafter
amended to authorized the further elimination or limitation of the liability of a director, then the
liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise
adversely affect any limitation on the personal liability of a director of the corporation existing at the
time of such amendment, repeal or adoption of such an inconsistent provision.
written.
INCORPORATOR COMPANY
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p
PRE-INCORPORATION AGREEMENT y
r
This Pre-Incorporation Agreement (the “Agreement”) is made and effective [DATE], i
g
BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and h
AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing E
v
AND: [THIRD PARTNER NAME] (the "Third Partner"), a corporation organized and existing i
under the laws of the [STATE/PROVINCE], with its head office located at: s
i
RECITALS
o
First Partner now owns and operates a [DESCRIBE] business in [STATE/PROVINCE] known as n
[DESCRIBE] Company, and he [she] would like to incorporate that business and Second Partner and C
Third Partner agree to take a certain amount of the stock in the corporation. o
r
TERMS p
o
1. Company has been inventoried by the above-named parties and it is agreed between them that
r
Company, including all personal property, namely: [DESCRIBE], and everything used and kept in
a
business, including all book accounts, is to show a value of [VALUE] net and is to be taken in by
t
corporation at those figures.
i
2. Second Partner agrees to pay in cash the amount of [AMOUNT], the receipt of which is o
acknowledged, and from the date of signing this contract is an owner of an undivided one-half n
interest in [DESCRIBE] as set forth above. .
2
3. It is agreed to incorporate the company under the laws of the State of [STATE/PROVINCE] for 0
[AMOUNT], and that stock shall be issued [AMOUNT] to First Partner and [AMOUNT] to 0
Second Partner as their interest may appear. 2
.
4. It is agreed that when corporation is formed, and stock issued, First Partner will sell to Third Partner,
A
[AMOUNT] of stock, and Second Partner agrees to sell an equal amount of stock to Third Partner,
l
the intention being that as soon as the corporation is incorporated all of the above-named parties are
l
to have an equal amount of stock in the corporation.
r
5. It is agreed by Third Partner that he [she] will purchase the above-described stock as set forth, paying i
for it by giving an individual note to the respective parties for the amount of stock received from g
them, and that the stock will be deposited with them as collateral security for payment of the note. h
t
203 s
r
e
s
e
r
The note will be dated [DATE], and due three years from that date with interest at [%] percent and
until the corporation is completed. Third Partner is a partner to a [%] interest in the business.
written.
THIRD PARTNER
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p
PRE-INCORPORATION DESIGNATION OF y
r
DIRECTORS i
g
This Pre-Incorporation Agreement (the “Agreement”) is made and effective [DATE],
h
BETWEEN: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation t
organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: E
n
AND: [SECOND INCORPORATOR NAME] (the "Second Incorporator"), a corporation v
organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: i
s
TERMS
i
1. All the parties to this Pre-Incorporation Agreement shall be the first directors of the corporation o
upon its organization, and shall serve as such until their several successors are elected and qualify n
pursuant to the bylaws of the corporation. The first directors shall [serve without remuneration or C
each receive the sum of [AMOUNT] for each meeting of the board, regular or special, actually o
attended or as the case may be]. r
p
2. [Name], one of the first directors of the corporation, shall serve as its general manager until [his or o
her] successor is duly selected and qualified, shall perform all services required of [him or her] in the r
general management and operation of the business of the corporation, and shall receive for such a
services as general manager a salary of [AMOUNT] of [month or year]. t
3. The By-laws shall provide that the officers of the corporation shall consist of a president, a vice- i
o
president, and a secretary-treasurer [add other officers, as required]. The first officers of the
corporation, who shall take office and serve immediately upon its formation and until duly relieved n
.
by the board of directors, shall be [name], president; [name], vice-president; [name], secretary-
treasurer; [add other appointees, if any]. Until and unless the board of directors otherwise provides, 2
0
the [monthly or yearly] salaries of the officers shall be as follows:
0
President: [AMOUNT] 2
.
Vice-president: [AMOUNT] A
Secretary-treasurer: [AMOUNT] l
l
Pending specification of the duties of the corporate officers in the By-laws, they shall perform the duties r
customarily performed by such officers in similar business corporations. i
g
h
t
205 s
r
e
s
e
r
written.
FIRST INCORPORATOR SECOND INCORPORATOR
206
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p
SHAREHOLDERS AGREEMENT y
r
This Shareholders Agreement (the “Agreement”) is made and effective [DATE], i
g
BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and h
AND: [FIRST SHAREHOLDER NAME] (the "First Shareholder"), a corporation organized and E
v
AND: [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), a corporation organized i
and existing under the laws of the [STATE/PROVINCE], with its head office located at: s
i
AND: [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), a corporation organized and
o
WITNESSETH: C
o
WHEREAS, the present distribution of shares of the Corporation is as follows: r
p
Name Number of Shares
o
r
a
t
i
o
WHEREAS, in order to insure the harmonious and successful management and control of the n
Company, and to provide for an orderly and fair disposition of shares of common stock of the Company .
now or hereafter owned by any Shareholder; 2
0
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to
0
be legally bound, the parties hereby agree as follows:
2
1. Definitions .
A
"Offering Shareholder" means any Shareholder, or his personal representatives, heirs, administrators, l
and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his l
Shares to the Company or the Continuing Shareholders. r
i
"Continuing Shareholders" means all Shareholders other than an Offering Shareholder. g
h
t
207 s
r
e
s
e
r
"Shares" means shares of Common Stock of the Company now or hereafter owned by any Shareholder.
"Buyer" means the Company or those Continuing Shareholders who purchase an Offering
Shareholder's Shares pursuant to this Agreement.
"Management Shareholder" means First Shareholder, Second Shareholder and Third Shareholder.
2. Purchase for Investment
Each Shareholder represents and warrants that he is acquiring and has acquired his Shares for his own
account for investment and not with a view to, or for resale in connection with, any distribution thereof
or with any present intent of selling any portion thereof.
3. Transfers of Shares
A Shareholder may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or
otherwise dispose of any Shares except pursuant to this Agreement.
3.1. Transfers to the Company
Notwithstanding anything to the contrary contained in this Agreement, a Shareholder may give, sell,
transfer or otherwise dispose of all or any of his Shares to the Company at such price and on such terms
and conditions as such Shareholder and the Board of Directors of the Company may agree.
3.2. Transfer to Others
Except as provided for in Paragraph 3.1 above, a Shareholder desiring to dispose of some or all of his
Shares may do so only pursuant to a bona fide offer to purchase (the "Offer") and after compliance with
the following provisions. Such Shareholder shall first give written notice to the Company and the other
Shareholders of his intention to dispose of his Shares, identifying the number of Shares he desires to
dispose of, the proposed purchase price per Share and the name of the proposed purchaser and attaching
an exact copy of the Offer received by such Shareholder.
3.3. The Company's Right to Purchase
The Company shall have the exclusive right to purchase all of the Shares which the Offering Shareholder
proposes to sell at the proposed purchase price per Share. The Company shall exercise this right to
purchase by giving written notice to the Offering Shareholder (with a copy thereof to each of the
Continuing Shareholders) within [NUMBER] days after receipt of the notice from the Offering
Shareholder (the "[NUMBER] Day Period") that the Company elects to purchase the Shares subject to
the Offer and setting forth a date and time for closing which shall be not later than [NUMBER] days
after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall
deliver to the Company certificates representing the Shares to be sold, together with stock powers duly
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OBJECTION MY LORD
endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any and all liens and
encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder.
3.4. The Continuing Shareholders Right to Purchase
If the Company fails to exercise its right to purchase pursuant to subparagraph (i) above, the Continuing
Shareholders shall have the right for an additional period of [NUMBER] days (the "Additional
[NUMBER] Day Period") commencing at the expiration of the [NUMBER] Day Period to purchase
the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share.
The Continuing Shareholders shall exercise this right to purchase by giving written notice to the
Offering Shareholder prior to the expiration of the Additional [NUMBER] Day Period that they elect
to purchase his Shares and setting forth a date and time for closing which shall be not later than
[NUMBER] days after the expiration of the Additional [NUMBER] Day Period. Any purchase of
Shares by all or some of the Continuing Shareholders shall be made in such proportion as they might
agree among themselves or, in the absence of any such agreement, pro rata in proportion to their
ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such
offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares
which the Offering Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall
deliver to Buyer certificates representing the Shares to be sold, together with stock powers duly endorsed
in blank. Said Shares shall be delivered by the offering Shareholder free and clear of any and all liens and
3.5. Performance of Acceptance
When exercising the rights granted in Paragraphs 3.2 hereof, Buyer must elect to purchase all Shares
which the Offering Shareholder proposes to sell for the price and upon the same terms for payment of
the price as are set forth in the Offer; provided, however, that if said offer received by the Offering
Shareholder shall provide for any act or action to be done or performed by the party making such Offer
at any time before or within [NUMBER] days after the last day for exercise of Buyer's right to purchase
pursuant to Paragraphs 3.2 hereof, then the Buyer shall be deemed to have complied with the terms and
conditions of such Offer if Buyer does or performs such act or action within [NUMBER] days after the
last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3.2 hereof.
3.6. Sale to Third Party
If either the Company or some or all of the Continuing Shareholders do not elect to purchase all of the
Shares which the Offering Shareholder proposes to sell, the Offering Shareholder may accept the Offer
which the Offering Shareholder mailed with his notice to the Company pursuant to Paragraph 3.2
hereof and transfer all (but not less than all) of the Shares which he proposes to sell pursuant thereto on
the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall
209
be bound by this Agreement, and further provided that if such sale is not completed within [NUMBER]
days after the date notice is received by the Company under Paragraph 3.2 hereof, all such Shares shall
again become subject to the restrictions and provisions of this Agreement.
3.7. Right of Co-Sale
Notwithstanding any other provision hereof, in the event the Offering Shareholder receives an Offer
from an unaffiliated third party (the "Offeror") to purchase from such Shareholder not less than [%] of
the Shares owned by such Shareholder and such Shareholder intends to accept such Offer, the Offering
Shareholder shall, after complying with the provisions of Paragraph 3.2 above and before accepting such
Offer, forward a copy of such Offer to the Company and each of the Continuing Shareholders. The
Offering Shareholder shall not sell any such Shares to the Offeror unless the terms of the Offer are
extended by the Offeror to the Continuing Shareholders pro rata in proportion to their ownership of
Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such Offer. The
Continuing Shareholders shall have [NUMBER] days from the date of the foregoing Offer to accept
such Offer.
First Shareholder, Second Shareholder and Third Shareholder may each during their lifetimes transfer
all, hut not less than all, of their Shares to said Shareholder's spouse or a lineal descendant of such
Shareholder, so long as prior to such transfer (i) such person, the Company, and all the Shareholders
amend this Agreement to the reasonable satisfaction of such person, the Company and all the
Shareholders to provide the parties to this Agreement with the rights, remedies and effect provided in
this Agreement as if no such transfer had occurred, and (ii) the proposed transferee agrees in a writing
satisfactory to the Company and all Shareholders that such person shall vote for First Shareholder,
Second Shareholder and Third Shareholder (or their nominees) as directors of the Company and shall
be bound by all the terms and conditions of this Agreement.
4. Right of First Refusal
a. Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or
exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange,
any (i) shares of Common Stock or any other equity security of the Company which is
convertible into Common Stock or any other equity security of the Company, (ii) any debt
security of the Company which is convertible into Common Stock or any other equity security
of the Company, or (iii) any option, warrant or other right to subscribe for, purchase or
otherwise acquire any equity security or any such debt security of the Company, unless in each
case the Company shall have first offered to sell to each Shareholder, pro rata in proportion to
such Shareholder's then ownership of Shares of the Company, such securities (the "Offered
Securities") (and to sell thereto such Offered Securities not subscribed for by the other
Shareholders as hereinafter provided), at a price and on such other terms as shall have been
specified by the Company in writing delivered to such Shareholder (the "Stock Offer"), which
Stock Offer by its terms shall remain open and irrevocable for a period of [NUMBER] days
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OBJECTION MY LORD
(subject to extension pursuant to the last sentence of subsection (b) below) from the date it is
delivered by the Company to the Shareholder.
b. Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be
evidenced by a writing signed by such Shareholder and delivered to the Company prior to the
end of the [NUMBER]-day period of such Stock Offer, setting forth such portion of the
Offered Securities as such Shareholder elects to purchase (the "Notice of Acceptance"). If any
Shareholder shall subscribe for less than his pro rata share of the Offered Securities to be sold,
the other subscribing Shareholders shall be entitled to purchase the balance of that Shareholder's
pro rata share in the same proportion in which they were entitled to purchase the Offered
Securities in the first instance (excluding for such purposes such Shareholder), provided any
such other Shareholder elected by a Notice of Acceptance to purchase all of his pro rata share of
the Offered Securities. The Company shall notify each Shareholder within [NUMBER] days
following the expiration of the [NUMBER]-day period described above of the amount of
Offered Securities which each Shareholder may purchase pursuant to the foregoing sentence,
and each Shareholder shall then have [NUMBER] days from the delivery of such notice to
indicate such additional amount, if any, that such Shareholder wishes to purchase.
c. In the event that Notices of Acceptance are not given by the Shareholders in respect of all the
Offered Securities, the Company shall have [NUMBER] days from the expiration of the
foregoing [NUMBER]-day or [NUMBER]-day period, whichever is applicable, to sell all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by the
Shareholders (the "Refused Securities") to any other person or persons, but only upon terms and
conditions in all respects, including, without limitation, unit price and interest rates, which are
no more favorable, in the aggregate, to such other person or persons or less favorable to the
Company than those set forth in the Stock Offer. Upon the closing, which shall include full
payment to the Company, of the sale to such other person or persons of all the Refused
Securities, the Shareholders shall purchase from the Company, and the Company shall sell to
the Shareholders the Offered Securities in respect of which Notices of Acceptance were
delivered to the Company by the Shareholders, at the terms specified in the Stock Offer.
d. In each case, any Offered Securities not purchased by the Shareholders or other person or
persons in accordance with Section 4(c) may not be sold or otherwise disposed of until they are
again offered to the Shareholders under the procedures specified in Sections 4(a), (b) and (c).
e. The rights of the Shareholders under this Section 4 shall not apply to the following securities
(the "Excluded Securities"):
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i. Any (A) shares of Common Stock or any other equity security of the Company which is
convertible into Common Stock or any other equity security of the Company, (B) debt
security of the Company which is convertible into Common Stock or any other equity
security of the Company, or (C) option, warrant or other right to subscribe for, purchase
or otherwise acquire any equity security or any such debt security of the Company
(collectively, an "Equity Security") if the issuance of such Equity Security does not alter
the respective proportions of ownership (on a fully diluted basis) by First Shareholder,
Second Shareholder and Third Shareholder, as among themselves, of Equity Securities
immediately prior to the issuance of such Equity Security;
ii. Common Stock issued as a stock dividend or upon any stock split or other subdivision or
combination of the outstanding shares of Common Stock;
iii. Securities issued pursuant to the acquisition by the Company of another corporation to
the stockholders of such other corporation by merger or purchase of substantially all of
the assets whereby the Company owns not less than [%] of the voting power of such other
corporation; and
5. Sale Or Redemption Upon Termination of Employment, Disability Or Death
Upon the termination of a Management Shareholder's employment or other relationship with the
Company (including without limitation, any position as an officer, director, consultant, joint venturer,
independent contractor, or promoter to or of the Company) for whatever reason, the Disability (as
defined below) of a Management Shareholder, or the death of a Management or Non-management
Shareholder (any such event hereinafter a "Triggering Event"), such Shareholder (or his heirs, executors,
guardian or personal representative) within [NUMBER] days after the Triggering Event shall offer to
sell all, but not less than all, of the Shares owned by the Shareholder. Each offer shall be made to the
Company in writing and shall exist for a period of [NUMBER] days after such offer has been received
by the Company. If the Company fails to purchase all of the Shares offered, the offer to sell shall be
made in writing to all of the Continuing Shareholders in such proportion as the Continuing
Shareholders may agree among themselves, or in the absence of agreement, pro rata in proportion to
their then ownership of Shares of the Company (excluding the Offering Shareholder's (Shares), and shall
exist for a period of [NUMBER] days after the offer has been received by all of the Continuing
Shareholders. For purposes of this Agreement, "Disability" of a particular person means the inability,
due to a physical or mental condition, of such person to maintain his employment or other relationship
with the Company (including without limitation, fulfilling his duties in any position as an officer,
director, consultant, joint venturer, independent contractor, or promoter to or of the Company) or to
conduct his normal daily activities on behalf of the Corporation for any [NUMBER] consecutive
month period.
6. Purchase Price
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OBJECTION MY LORD
The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be determined as
follows:
a. The Company or the Continuing Shareholders, as the case may be, within [NUMBER] days
after receipt of any offer referred to in Paragraph 5 above, shall notify the Offering Shareholder
of the price at which the Company or the Continuing Shareholders, are willing to purchase the
Shares.
b. In the event the Offering Shareholder objects to the purchase price established in accordance
with Paragraph 6(a) above, the Offering Shareholder shall have the right to solicit offers to buy
the Shares in accordance with the provisions of Paragraph 3.2. The right to solicit offers shall be
subject to the terms and conditions of Section 3.2 and 3.3 hereof, including without limitation,
the rights of first refusal and co-sale and the period during which any right of first refusal must
be exercised but shall not be subject to the [NUMBER] day period referred to in Paragraph 3.2
of this Agreement.
7. Payment of Purchase Price
The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be paid at the closing
of the sale.
8. Put and Call Options.
8.1. Put and Call Options
Each Shareholder shall have the right and option upon the written declaration (a "Declaration") by such
Shareholder to the other Shareholders and the Company of the occurrence of an "impasse" (as defined
below) to sell to the Continuing Shareholders all of his Shares, and the Continuing Shareholders shall
have the obligation to either (i) purchase all of such Shares owned by the offering Shareholder in such
proportion as the Continuing Shareholders may agree upon, and if they cannot so agree, pro rata in
proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's
Shares) or (ii) if the Continuing Shareholders are unable or unwilling to purchase all of the Shares owned
by the Offering Shareholder, sell all of their Shares to the Offering Shareholder, and the Offering
Shareholder shall have the obligation to buy such Shares.
8.2. Impasse
An "impasse" shall be conclusively evidenced by (i) either First Shareholder, Second Shareholder or
Third Shareholder or their respective representative, voting opposite the others at a vote at a shareholders
meeting or at a vote at a meeting of the Board of Directors of the Company (or failing to attend such
meetings upon due notice if such failure results in the lack of a quorum making such vote impossible),
213
which vote is on a material issue, not in the ordinary course of business, and affecting the business, assets
or operations of the Company, including, but not limited to, a proposal to merge, liquidate, consolidate
or dissolve the Company, or to sell, lease or dispose of all or substantially all of the assets of the Company
or to amend the substantive provisions of the Company's bylaws or articles of incorporation, or to issue
or redeem stock, or to declare dividends of any kind, and (ii) either First Shareholder, Second
Shareholder or Third Shareholder notifying the others and the Company and any other Shareholders
within [NUMBER] days after such meeting, proposed meeting or vote than an "impasse" has occurred.
The put and call rights granted to each Shareholder under this Paragraph 8 are independent of the other
rights granted to the Shareholders and the Company under the other terms of this Agreement and such
rights are not mutually exclusive or inconsistent.
8.3. Exercise of Option
The Continuing Shareholders shall exercise any option provided for in this Paragraph 8 within
[NUMBER] days after receipt of a declaration. Any closing of the sale of Shares pursuant to such
exercise shall occur within [NUMBER] days after receipt of a Declaration.
8.4. Purchase Price
Any purchase or sale of Shares sold pursuant to this Paragraph 8 shall be at the price as set forth in the
Declaration delivered by the Shareholder exercising his right to sell his shares and shall be paid at the
closing of the sale of the Shares.
9. Rights Upon Registration
In the event that the Company shall register or qualify any or all of the common stock of the Company
under the [CODE OR LAW], as amended (or any similar statute then in force), on an appropriate
registration statement, the Company shall give the Shareholders written notice thereof, and upon
written request of a Shareholder, received by the Company not later than [NUMBER] days after receipt
by the Shareholder of such notice, the Company will include in the registration statement filed by the
Company with the Securities and Exchange Commission all Shares held by such Shareholder with
respect to which the Shareholder shall have so requested registration.
10. Agreement Binding on All Persons Interested in Shares
Each person who now or hereafter acquires any legal or equitable interest in any Shares shall be bound
by the terms of this Agreement. No issuance or transfer of Shares shall be effective and the Company
shall not enter any issue or transfer upon the stock books of the Company or issue a certificate in the
name of any person unless the Company is satisfied that such person is, and in a manner satisfactory to
the Company has acknowledged being, bound by this Agreement.
11. Closing
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OBJECTION MY LORD
Except as otherwise agreed to or expressly provided for herein, closing pursuant to the exercise of a right
to purchase or sell Shares pursuant to this Agreement shall be held at the principal
executive offices of the Company.
12. Entry of Legend Upon Stock Certificates
The following legend shall be immediately entered on each stock certificate representing Shares owned
by the Shareholders:
"The gift, sale, mortgage, pledge, hypothecation or other encumbering or transfer of the shares of the
capital stock represented by this certificate is restricted in accordance with the terms and conditions of
a Shareholders Agreement dated [DATE], a copy of which is on file at the principal executive offices of
the Company. Said Shareholders Agreement restricts the ability of the Shareholder to sell, give, pledge,
bequeath or otherwise transfer or dispose of this stock certificate and the shares of capital stock
represented by it."
13. After Acquired Shares - Subsequent Shareholders
The terms and conditions of this Agreement shall specifically apply not only to Shares owned by
Shareholders at the time of execution of this Agreement, but also to any Shares acquired by any
Shareholder subsequent to such execution.
14. Board of Directors
At each election of the Board of Directors of the Company, the Shareholders shall vote their Shares to
elect three directors of the Company, one director being First Shareholder, or his nominee, one director
being Second Shareholder, or his nominee, and one director being Third Shareholder, or his nominee.
15. Community and Marital Property Laws
Notwithstanding anything to the contrary contained herein, the following terms shall control to the
extent community property laws or other marital property laws apply to the Shares of any Shareholder:
15.1. Lifetime Transfers
The provisions of this Agreement regarding restrictions against the transfer of Shares shall apply to any
interest of the spouse of any Shareholder in such Shares (said spouse is hereinafter referred to as a
"Spouse").
15.2. Transfers Upon Death of Spouse
215
If the Spouse of a Shareholder predeceases such Shareholder and has failed to bequeath to such
Shareholder the deceased Spouse's entire marital property interest, if any, in the Shares held by the
Shareholder, or if the Spouse of a Shareholder is adjudicated to be bankrupt or insolvent, or makes an
assignment for the benefit of his or her creditors (collectively referred to herein as an "Event"), then to
the extent necessary to divest the Spouse of any interest in the Shares of such Stockholder, within three
months after the date of the occurrence of the Event, the Shareholder shall have the option to and must
purchase such marital property interest of his or her Spouse or the estate of the deceased Spouse, as the
case may be, in the Shares held by the Shareholder at a price equal to the lesser of either the value of the
spouse's marital property interest in such Shares or the book value of such Shares.
15.3. Marital Dissolution
Any decree of dissolution, separate maintenance agreement or other property settlement between a
Shareholder and his or her Spouse shall provide that the entire marital property interest of the Spouse in
the Shares of the Shareholder shall be granted to the Shareholder as part of the division of the property
of the marriage and the Spouse shall release and the Shareholder shall accept any marital property interest
of such Spouse in the Shares. If payment for such Shares is ordered by the Court or demanded by the
Spouse, no consideration shall be required, but if the Shareholder volunteer’s consideration for said
release of interest it shall be no greater than the lesser of either the value of the Spouse's marital property
interest in such Shares or the book value of the Spouse's marital property interest in such Shares.
15.4. Inclusion of Marital Property
Any purchase of the Shares of a Shareholder pursuant to any provision of this Agreement shall include
without limitation or condition the entire marital property interest of the Spouse of such Shareholder
in the Shares being purchased.
15.5. Determination of Value
Book value and the value of a Spouse's interest in the Shares of a Shareholder for purposes of this
Paragraph 15 shall be determined by the Shareholder. The Company and the other Shareholders shall
not be responsible for the determination of the value of the marital property interest of any Spouse of a
Shareholder, the determination of book value, or the purchase of or payment for such Spouse's marital
property interest in the Shares of a Shareholder.
16. Insurance
The Company may, if it so desires, purchase insurance policies on the life of any Management
Shareholder for the purpose of payment for stock purchases or as key man insurance. If any Shareholder
on whose life the Company owns an insurance policy shall at any time during his lifetime sell all of his
Shares, then that Shareholder shall have the right to purchase from the Company the insurance policy
or policies on his life at the cash surrender value, if any. The Company shall deliver the policy or policies
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OBJECTION MY LORD
on the life of such Shareholder upon payment of the cash surrender value, if any, end shall execute any
necessary instruments of transfer and change of beneficiary forms.
17. Pro Rata Allocations
All items of income and loss of the Company shall be assigned pro rata to each day throughout the year.
However, the Shareholders hereby consent to make an election pursuant to Section [NUMBER] of the
[Code OR LAW] or Section [NUMBER] of the [Code OR LAW] in the event that the Board of
Directors determines such elections to be in the best interest of a majority of the Shareholders.
18. Subchapter S Election
The Company may elect to be taxed as a small business corporation under Subchapter S of the Internal
Revenue Code, as amended from time to time (the "code"), or such other provisions of law as may
hereafter be applicable to such an election, and for state income tax purposes, if available (hereinafter,
an "Election"). Each Shareholder and the Company agree to execute and file the necessary forms for
making and maintaining en Election, and each Shareholder agrees to deliver to the Company the consent
of the spouse of such Shareholder if such consent is required for the Election under any community or
marital property laws or otherwise. The Shareholders and the Company agree that they will take such
other actions as may be deemed necessary or advisable by counsel to the Company to exercise or
maintain the Election. The Shareholders shall maintain the Election unless the Management
Shareholders unanimously agree otherwise or in the event that the Board of Directors requests that the
Shareholders revoke the Election, in which case the Shareholders shall promptly execute and deliver to
the Company such documents as may be necessary to revoke the Election. None of the Shareholders,
without the consent of all of the Management Shareholders, shall take any action or position, or make
any transfer or other disposition of his shares of the Company which may result in the termination or
revocation of the Election. In the event of an inadvertent termination of the Election as described in
Section [NUMBER] of the [Code OR LAW]or other applicable law, the Shareholders shall agree to
make such adjustments as may be required to continue the Election, as provided in Section [NUMBER]
of the [Code OR LAW]
19. Authorization
The Company is authorized to enter into this Agreement by virtue of a resolution of Board of Directors.
20. Notices
Notices and declarations under this Agreement shall be in writing and sent by registered or certified
mail, return receipt requested, postage paid, to the Company at its principal executive offices and to
Shareholders at their last address as shown on the records of the Company or at such other address with
217
respect to any party hereto as such party shall notify the other Shareholders and the Company in writing
in the manner specified herein.
21. Termination
The rights and obligations of the Company and the Shareholders under this Agreement shall terminate
upon written agreement of all then existing Shareholders or upon the registration or qualification of any
or all of the Common stock of the Company pursuant to Paragraph 9 hereof.
22. Severability
The various provisions of this Agreement are severable from each other and from the other provisions
of the Agreement, and in the event that any provision in this Agreement shall be held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be fully
effective, operative and enforceable.
23. Free end Clear of Encumbrances
All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and
encumbrances and accompanied by stock powers duly endorsed in blank.
24. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, executors, administrators, successors and assigns.
25. Governing Law
This Agreement shall be construed and interpreted in accordance with the laws of the State of
[STATE/PROVINCE] without reference to conflict of laws principles except to the extent that the
community or marital property laws of any state would otherwise be applicable to a particular situation,
in which event, such community or marital property laws shall apply to the particular situation.
26. Entire Agreement
This instrument contains the entire agreement of the parties and may be changed only by an agreement
in writing signed by the Company and all persons then owning Shares.
27. Counterparts
This Agreement may be executed in one or more counterparts each of which shall be deemed an original
and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year
set forth below.
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OBJECTION MY LORD
COMPANY FIRST SHAREHOLDER
SECOND SHAREHOLDER THIRD SHAREHOLDER
219
C ONSENT OF S POUSE
The undersigned being the spouses of Shareholders named in the foregoing Shareholders Agreement
(the "Agreement"), hereby acknowledges that:
1. I have read the foregoing Agreement in its entirety and understand that:
A. Upon the occurrence of certain events as specified in the Agreement, the Company, my spouse,
and the other Shareholders will have the right to and may be obligated to purchase Shares owned
by another Shareholder at a price and on terms and conditions set forth in the Agreement;
B. Any purchase of the Shares of any Shareholder will include his or her entire interest in such
Shares and any community property interest and other marital property interest of the spouse
of such shareholder; and
C. The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may
have in the Company or any Shares of the Company by virtue of my marriage and confers on
my spouse the right and obligation to purchase any interest I may have in the Company or any
Shares of the Company upon the occurrence of certain events.
2. I hereby approve and agree to be bound to all of the terms of the Agreement and agree that any
interest (community property or otherwise) that I may have in the Company or any Shares of the
Company shall be subject to the terms of this spousal consent and the Agreement.
3. I agree that my spouse may join in any future amendments or modifications to the Agreement
without any notice to me and without any signature, acknowledgment, agreement or consent on
my part.
4. I agree that I will transfer or bequeath any interest I may have in the Company or any Shares of the
Company by my will, outright and free of trust to my spouse.
5. I acknowledge that I have been advised and have been encouraged to seek independent counsel of
my own choosing to represent me in matters regarding the Shareholders Agreement and my
execution of this spousal consent.
6. I hereby consent to the Company and my spouse making and maintaining the Subchapter S Election
(if applicable) under the Internal Revenue Code, as amended from time to time.
Signature Signature
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OBJECTION MY LORD
Name – Spouse of First Shareholder Name – Spouse of Second Shareholder
Signature
Name – Spouse of Third Shareholder
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N UMBER ____ y
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[Name of Corporation] i
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A [State] Corporation h
[# Issued] Shares t
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[Common/PREFERED] Stock n
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This certifies that [SHAREHOLDER] is the record holder of [Number Issued] shares of
i
[Common/PREFERED] stock of [NAME OF CORPORATION] transferable only on the share
s
register of the corporation, in person or by duly authorized attorney, upon surrender of this certificate
i
properly endorsed or assigned.
o
This certificate and the shares represented hereby are issued and shall be held subject to all the provisions n
of the Articles of Incorporation and the By-Laws of the corporation and any amendments thereto. C
o
A statement of all of the powers, designations, preferences and relative, participating, optional or other r
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of p
such preferences and/or rights may be obtained by any stockholder, upon request and without charge, o
at the principal office of the corporation. r
a
WITNESS the signatures of its duly authorized officers this [day] of [MONTH], [YEAR].
t
i
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[Name of Secretary], Secretary [Name of President], President n
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SEE RESTRICTIVE LEGENDS ON REVERSE
2
For Value Received [NAME] hereby sells, assigns, and transfers unto, [NAME], [NUMBER] shares 0
represented by the within certificate and hereby irrevocably constitutes and appoints [attorney] to transfer 0
the said shares on the share register of the within named corporation with full power of substitution in the 2
premises. .
A
Dated [DATE] l
In presence of _____________________ __________________________ l
r
Witness Stockholder i
g
NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE h
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, t
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. s
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OBJECTION MY LORD
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER [CODE OR LAW]. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF
THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE CORPORATION.
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BUYING AND SELLING OF SHARES o
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AGREEMENT OF PURCHASE y
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AND SALE OF BUSINESS ASSETS
i
This Agreement of Purchase and Sale (the “Agreement”) is made in two original copies, effective g
[DATE] h
t
BETWEEN: [VENDOR’S NAME] (the "Vendor"), an individual having is principal place of living E
located at: n
AND: [PURCHASER’S NAME] (the "Purchaser"), a corporation organized and existing under the v
laws of the [STATE/PROVINCE], with its head office located at: i
s
1. SUBJECT-MATTER i
o
1.1 The Purchaser agrees to buy and the Vendor agrees to sell to the Purchaser as a going concern all n
the undertaking and assets owned by the Vendor in connection with the [TYPE OF BUSINESS] C
business carried on as [NAME OF BUSINESS] at [ADDRESS] (the "business") including, o
without limiting the generality of the foregoing: r
a) the furniture, fixtures and equipment more particularly described in Schedule A (the p
"equipment"); o
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b) all saleable stock in trade (the "stock in trade"); a
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c) all useable parts and supplies (the "parts and supplies");
i
d) all leasehold interest in the lease held by the Vendor from [NAME OF LANDLORD] (the o
"lease"); n
.
e) the goodwill of the business together with the exclusive right to the Purchaser to represent itself 2
as carrying on business in succession to the Vendor and to use the business style of the business 0
and variations in the business to be carried on by the Purchaser (the "goodwill"). 0
2
1.2 The following assets are expressly excluded from the purchase and sale:
.
[LIST EXCLUSIONS, eg cash on hand or on deposit, accounts receivable, book and other debts due A
or accruing due]. l
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2. PURCHASE PRICE r
2.1 The purchase price payable for the undertaking and assets agreed to be bought and sold is the total i
of the amounts computed and allocated as follows: g
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OBJECTION MY LORD
a) for the equipment - [AMOUNT];
b) for the stock in trade, its direct cost to the Vendor;
c) for the parts and supplies, their direct cost to the Vendor;
d) for the goodwill - [AMOUNT];
e) for all other assets agreed to be bought and sold.
2.2 The purchase price for the stock in trade shall be established by an inventory taken and valued
after close of business on the day before the day of closing. The Vendor shall produce evidence
satisfactory to the Purchaser of the direct cost to the Vendor of items included in stock in trade.
The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably
considers unsaleable by reason of defect in quality or in respect of which the Purchaser is not
reasonably satisfied as to proof of direct cost.
2.3 The purchase price for the parts and supplies shall be established by an inventory taken and valued
satisfactory to the Purchaser of the direct cost to the Vendor of items included in the parts and
supplies. The Purchaser may exclude from the purchase and sale any items which the Purchaser
reasonably considers unusable or in respect of which the Purchaser is not reasonably satisfied as
to proof of direct cost.
3. TERMS OF PAYMENT
3.1 The Vendor acknowledges receiving a check for [AMOUNT] from the Purchaser on execution
of this agreement to be held as a deposit by the Vendor on account of the purchase price of the
undertaking and assets agreed to be bought and sold and as security for the Purchaser's due
performance of this agreement.
3.2 The balance of the purchase price for the undertaking and assets agreed to be bought and sold
shall be paid, subject to adjustments, by certified check on closing.
3.3 The balance of the purchase price due on closing shall be specially adjusted for all prepaid and
assumed operating expenses of the business including but not limited to rent and utilities.
4. CONDITIONS, REPRESENTATIONS AND WARRANTIES
4.1 In addition to anything else in this agreement, the following are conditions of completing this
agreement in favor of the Purchaser:
a) that the Purchaser obtain financing on terms satisfactory to it to complete the purchase;
225
b) that the carrying on of the business at its present location is not prohibited by land use
restrictions;
c) that the lessor of the lease consents to its assignment to the Purchaser;
d) that the Purchaser obtain all the permits and licenses required for it to carry on the business;
e) that the Vendor supply or deliver on closing all of the closing documents;
f) that the premises shall be in the same condition, reasonable wear and tear expected, on the
date of passing as they are currently in;
g) that the execution of this agreement has been duly authorized by Seller’s board of directors.
4.2 The following representations and warranties are made and given by the Vendor to the Purchaser
and expressly survive the closing of this agreement. The representations are true as of the date of
this agreement and will be true as of the date of closing when they shall continue as warranties
according to their terms. At the option of the Purchaser, the representations and warranties may
be treated as conditions of the closing of this agreement in favor of the Purchaser. However, the
closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive
the Purchaser of the right to sue the Vendor for breach of warranty in respect of any matter
warranted, whether or not ascertained by the Purchaser prior to closing:
a) the Vendor is a resident of [COUNTRY] within the meaning of the Income Tax Act of
[COUNTRY];
b) the Vendor owns and has the right to sell the items listed in Schedule A;
c) the assets agreed to be bought and sold are sold free and clear of all liens, encumbrances and
charges;
d) the equipment is in good operating condition;
e) until the closing date of this agreement, Vendor shall not, without the written consent of
Purchaser, dispose of or encumber any of the assets or property to be sold hereunder, with the
exception of any transactions occurring in the ordinary course of Vendor’s business. The
undertaking and assets agreed to be bought and sold will not be adversely affected in any material
respect in any way, and Vendor will not do anything before or after closing to prejudice the
goodwill;
f) the financial statements for the business produced by the Vendor and appended as Schedule B
are fair and accurate, and prepared in accordance with generally accepted accounting principles.
g) the lease is in good standing and the Vendor has fulfilled all of its obligations under the lease;
226
OBJECTION MY LORD
h) the Vendor has made full and fair disclosure in all material respects of any matter that could
reasonably be expected to affect the Purchaser's decision to purchase the undertaking and assets
agreed to be ought and sold on the terms set out this agreement;
i) the Vendor will execute such assignments, consents, clearances or assurances after closing,
prepared at the Purchaser's expense, as the Purchaser considers necessary or desirable to assure
the Purchaser of the proper and effective completion of this agreement.
j) Vendor agrees to disclose to Purchaser not later than [NUMBER] days after the closing date,
all trade secrets, customer lists, and technical information held or controlled by Vendor and
relating to the business sold hereunder.
5. RISK
5.1 The risk of loss or damage to the undertaking and assets agreed to be bought and sold remains
with the Vendor until closing.
5.2 In the event of loss or damage to the tangible assets agreed to be bought and sold prior to closing,
at the option of the Purchaser, the replacement cost of the assets lost or damaged or any of them
may be deducted from the total purchase price otherwise payable by the Purchaser under this
agreement and the corresponding lost or damaged assets shall be excluded from the purchase and
sale.
6. SALES TAXES
6.1 The Purchaser shall pay any and all sales taxes payable in respect of the purchase and sale of assets
pursuant to this agreement.
6.2 The Vendor shall pay all sales taxes payable or collectible in connection with carrying on the
business up to closing and obtain and supply the Purchaser with satisfactory proof of payment
within a reasonable time of closing.
7. NON-COMPETITION
7.1 The Vendor covenants with the Purchaser that, in consideration of the closing of this agreement,
the Vendor will not operate a [TYPE OF BUSINESS] business or in any way aid and assist any
other person to operate such a business in [GEOGRAPHICAL AREA] for a period of
[PERIOD] from the date of closing.
8. BULK SALES
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8.1 This agreement shall be completed and the Vendor agrees to comply with any applicable laws
governing the sale in bulk of the stock in trade or of any of the other assets pursuant to this
agreement.
9. CLOSING DOCUMENTS
9.1 The Vendor shall deliver to the Purchaser, in registrable form where applicable, the following
closing documents (the "closing documents"), prepared or obtained at the Vendor's expense, on
or before closing:
a) duplicate, properly executed Bills of Sale of the equipment, stock in trade and parts and supplies
together with evidence satisfactory to the Purchaser that the sale complies with any laws
governing the sale in bulk of the stock in trade or of the sale of any of the other assets pursuant
to this agreement;
b) a statutory declaration that the Vendor is a resident of [COUNTRY] within the meaning of the
Income Tax Act of [COUNTRY] as of the date of closing;
c) all records and financial data, including but not limited to any lists of customers and suppliers,
relevant to the continuation of the business by the Purchaser;
d) a duly executed notice in proper form revoking any registration of the style of the business under
any business name registration law;
e) an executed assignment of the lease to the Purchaser endorsed with the lessor's consent to the
assignment;
f) such other assignments, consents, clearances or assurances as the Purchaser reasonably considers
necessary or desirable to assure the Purchaser of the proper and effective completion of this
agreement.
10. CLOSING DATE
10.1 The purchase and sale in this agreement shall close on [DATE].
11. MISCELLANEOUS
11.1 In this agreement, the singular includes the plural and the masculine includes the feminine and
neuter and vice versa unless the context otherwise requires.
11.2 The capitalized headings in this agreement are only for convenience of reference and do not form
part of or affect the interpretation of this agreement.
11.3 If any provision or part of any provision in this agreement is void for any reason, it shall be severed
without affecting the validity of the balance of the agreement.
228
OBJECTION MY LORD
11.4 Time is of the essence of this agreement.
11.5 There are no representations, warranties, conditions, terms or collateral contracts affecting the
transaction contemplated in this agreement except as set out in this agreement.
11.6 This agreement binds and benefits the parties and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
11.7 This agreement is governed by the laws of the State/Province of [STATE/PROVINCE].
12. ACCEPTANCE
12.1 This agreement executed on behalf of the Purchaser constitutes an offer to purchase which can
only be accepted by the Vendor by return of at least one originally accepted copy of agreement to
the Purchaser on or before [DATE] failing which the offer becomes null and void. If this offer
becomes null and void or is validly revoked before acceptance or this agreement is not completed
by the Purchaser for any valid reason, any deposit tendered with it on behalf of the Purchaser shall
be returned without penalty or interest.
Executed under seal on [DATE].
Signed, Sealed and Delivered in the Presence of:
VENDOR PURCHASER
229
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AGREEMENT TO SELL BUSINESS y
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This Agreement to Sell Business (the "Agreement") is made and effective the [DATE], i
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BETWEEN: [SELLER NAME] (the "Seller"), a corporation organized and existing under the laws h
v
Whereas the Seller desires to sell to Buyer and the Buyer desires to buy the business of the Seller, now i
being operated at [ADDRESS] and known as [COMPANY NAME] and all assets thereof as contained s
in Schedule "A" attached hereto, the parties hereto agree and covenant as follows: i
o
1. The total purchase price for all fixtures, furnishings and equipment is [AMOUNT] payable as
n
follows:
C
a) [AMOUNT] paid in cash; certified or bank checks, as a deposit upon execution of this o
Agreement, to be held by [BANK NAME]. r
p
b) [AMOUNT] additional to be paid in cash, certified or checks, at the time of passing papers. o
r
c) [AMOUNT] to be paid by a note of the Buyer to the Seller, bearing interest at the rate of
a
[RATE] percent per annum with an option of the Buyer to prepay the entire outstanding
t
obligation without penalty.
i
Said note shall be secured by a chattel mortgage and financing statement covering the property to be o
sold hereunder, together with any and all other property acquired during the term of said note and n
placed in or within the premises. .
2
2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly 0
executed by the Seller. 0
2
3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to
.
be sold hereunder, the same to be free and clear of all liens and encumbrances. Full possession
A
of said property will be delivered in the same condition that it is now, reasonable wear and tear
l
expected.
l
4. Consummation of the sale, with payment by the Buyer of the balance of the down payment and r
the delivery by the Seller of a Bill of Sale, will take place on or before [DATE]. i
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5. The Seller may use the purchase money, or any portion thereof, to clear any encumbrances on h
the property transferred and in the event that documents reflecting discharge of said t
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OBJECTION MY LORD
encumbrances are not available at the time of sale, the money needed to effectuate such
discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the discharges.
6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in the
amount that is presently insured.
7. Operating expenses of the Company including but not limited to rent, taxes, payroll and water
shall be apportioned as of the date of the passing of papers and the net amount thereof shall be
added to or deducted from, as the case may be, the proceeds due from the Buyer at the time of
delivery of the Bill of Sale.
8. If the Buyer fails to fulfill his obligations herein, all deposits made hereunder by the Buyer shall
be retained by the Seller as liquidated damages.
9. The Seller promises and agrees not to engage in the same type of business as the one being sold
for [NUMBER] years from the time of passing.
10. A Broker's fee for professional services in the amount of [AMOUNT] is due from the Seller to
[BROKER], provided and on the conditions that papers pass.
11. The Seller agrees that this Agreement is contingent upon the following conditions:
a) Buyer obtaining a Lease on the said premises or that the existing Lease be assigned in
writing to the Buyer.
b) Buyer obtaining the approval from the proper authorities of the transfer of all necessary
licenses to the Buyer.
c) The premises shall be in the same condition, reasonable wear and tear expected, on the
date of passing as they are currently in.
12. All of the terms, representations and warranties shall survive the closing. This Agreement shall
bind and inure to the benefit of the Seller and Buyer and their respective heirs, executors,
administrators, successors and assigns.
13. If this Agreement shall contain any term or provision which shall be invalid or against public
policy or if the application of same is invalid or against public policy, then, the remainder of this
Agreement shall not be affected thereby and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate
on the day and year first above written.
SELLER BUYER
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BROKER
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OBJECTION MY LORD o
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AGREEMENT OF PURCHASE AND SALE OF SHARES y
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BY ANOTHER STOCKHOLDER OR BY THE i
CORPORATION g
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This Agreement of Purchase and Sale of Shares (the “Agreement”), is made and effective [DATE], t
E
n
BETWEEN: [STOCKHOLDER 1 NAME] an individual having is principal place of living located v
at: i
s
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[ADDRESS] n
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[STOCKHOLDER 2 NAME] an individual having is principal place of living located at: r
p
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[ADDRESS] r
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Hereinafter separately referred to as "Stockholder", and jointly as "Stockholders"
o
AND: [COMPANY NAME] (the "Corporation"), a corporation organized and existing under the n
laws of the [STATE/PROVINCE], with its head office located at: .
2
0
[ADDRESS] 0
2
.
A
WITNESSETH: l
WHEREAS, the Stockholders together own [%] of the outstanding shares of capital stock of the l
Corporation, and r
i
WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at [VALUE] par g
share, of the Corporation now owned or hereafter acquired by the parties, and h
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233 s
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WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation,
and it is contemplated that success or failure of the corporate enterprise will at all times depend in large
measure on the personal abilities of the Stockholders, and
WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares
of the Corporation, and
WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another
Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the
purchase by the Corporation of the stock of a deceased party.
IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set
forth, as follows:
1. Restriction During Life
No stockholder shall transfer or encumber any of his shares of capital stock of the Corporation during
his lifetime to any person, firm or corporation, without the consent of the Corporation and the other
Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to ©
also as the "Transferor") shall have first made the offer hereinafter described and such offer shall not have C
been accepted. o
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a) Offer by the Transferor y
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The offer shall be given pro rata initially to the other Stockholder(s) and shall consist of an offer to sell
i
or encumber all of the shares of the capital stock of the Corporation owned by the Transferor, to which
g
shall be attached a statement of intention to transfer, the name and address of such prospective
h
transferee, the number of shares of capital stock involved, and the terms of such transfer or
t
encumbrance.
E
b) Acceptance of Offer n
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Within [NUMBER] days after the receipt of such offer the other Stockholder(s) may, at their option, i
elect to accept the offer. If such offer is not accepted by the other Stockholder(s), the Corporation may s
within [NUMBER] days after the rejection of such offer, at its option, elect to accept the offer. The i
Corporation shall exercise its election to purchase by giving notice thereof to the Transferor and to the o
other Stockholder(s). The other Stockholder(s) shall exercise the election to purchase by giving notice n
thereof to the Transferor and to the Corporation. In either event, the notice shall specify a date for the C
closing of the transaction, which shall not be more than [NUMBER] days after the date of the giving of o
such notice. r
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c) Purchase Price
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OBJECTION MY LORD
The purchase price for, or the consideration for the encumbrance of the shares of the capital stock of
the Corporation owned by the Transferor shall be set forth in paragraph 3 hereof.
d) Closing of Transaction
The closing of the transaction shall take place at the principal office of the Corporation. The
consideration shall be paid as provided for in paragraph 3 hereof. Certificates for all shares sold or
encumbered hereunder, property endorsed to Corporation or to the purchasing Stockholder, as the case
may be, shall be delivered by transferor not later than the date of closing.
e) Release from Restriction
If the offer is neither accepted by the Corporation nor by the other Stockholder(s), the Transferor may
make a bona fide transfer to the prospective transferee named in the statement attached to the offer,
such transfer to be made only in strict accordance with the terms therein stated. However, if the
Transferor shall fail to make such transfer within [NUMBER] days following the expiration of the
election period by the other Stockholder(s), such shares of capital stock shall again become subject to all
of the restrictions of this Agreement, provided, however, that nothing contained herein shall be
construed as releasing any shares of this Corporation from any restriction or requirement of law
concerning transfer of such shares.
f) Termination of Employment
Any Stockholder whose employment in any capacity with the company or its subsidiaries terminates for
any reason whatsoever, voluntarily or involuntarily, shall be considered as of the date of such
termination of employment to have made an offer of all of his shares of stock subject to the terms of this
Agreement, at the purchase price stated in paragraph 3 hereof.
g) Subchapter "S" Election

©
If at the time of a transfer of stock permitted hereunder, the Corporation then is an "S" corporation, the C
transferee and new stockholder shall be required to consent in writing not to revoke such "S" election o
without the unanimous approval of all other stockholders. p
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2. Purchase Upon Death r
Upon the death of a Stockholder (hereinafter referred to as Decedent), all of the shares of the capital i
tock of the Corporation owned by him, and to which he or his estate shall be entitled, shall be sold and g
purchased as hereinafter provided: h
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a) Obligation of the Corporation to Purchase E
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It shall be for the Corporation to purchase from the Decedent's Personal Representative, and the
Decedent's Personal Representative shall be obligated to sell to the Corporation, all of the shares of the
capital stock of the Corporation owned by the Decedent and to which the Decedent or his Personal
Representative shall be entitled, at the price set forth in paragraph 3 hereof.
b) Closing
The closing of such purchase and sale shall take place at the offices of the Corporation, at a date selected
by the Corporation upon [NUMBER] days notice to the Transferor which date shall be not more than
[NUMBER] days following the date of the qualification of the Personal Representative and not less
than [NUMBER] days following such date.
c) Insurance
To insure or partially insure its obligation under this Agreement to purchase from the estate of a
deceased Stockholder the shares owned by him prior to his death, the Corporation shall have the option
to purchase policies of insurance covering the lives of each Stockholder in any amount deemed desirable.
In the event any Stockholder ceases to be a Stockholder of the Corporation, the Corporation shall
terminate any such insurance on such Stockholder's life and in the event any Stockholder increases his
holdings of the shares of the Corporation, the Corporation shall procure and maintain, if so desired by
it, additional insurance on the life of such Stockholder proportionate to the increase in the holdings of
such Stockholder.
If the corporation shall receive any proceeds of any policy on the life of the Decedent, such proceeds
shall be used by the Corporation to pay the Decedent's Personal Representative to the extent of the
purchase price of the Decedent's stock, such payment to be deemed made on account of such purchase
price.
d) Balance of Purchase Price
If the amount of any insurance proceeds is insufficient to pay the purchase price of any Decedent's
shares, then the balance of the purchase price remaining after credit for any insurance proceeds shall be
payable as follows: [%] of the balance due to be paid shall be paid in cash, and the balance shall be
represented by a promissory note executed by the purchaser payable in [NUMBER] installments, which
note shall be secured by the stock of the deceased Stockholder.
e) "S" Election
If the corporation is an "S" corporation at the time of the transfer and sale of its stock, the transferee and
new stockholder shall be required to consent in writing not to revoke such "S" election without the
unanimous approval of all other stockholders. Such written consent shall be submitted prior to the
delivery of the shares to the transferee.
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OBJECTION MY LORD
3. Consideration
Unless the parties agree to another price in writing, the price for each share of capital stock to be sold
under this Agreement shall be equal to its fair market value as an on-going business concern as
determined in the sole discretion of the company's Certified Public Accountant, (CPA) and such
determination by the CPA shall be binding and conclusive upon the parties hereto.
Unless the parties agree otherwise, the purchase price shall be paid as follows:
i. [%] of the amount determined to be due as the price to be paid at the closing in
addition to any insurance proceeds and the balance to be payable by the
execution of a promissory note in such amount to be repaid in [number]
installments, such note to be secured by the stock being sold.
ii. The promissory note shall bear interest until paid in full at the prime rate as
determined from time to time by [BANK NAME] or any other bank as
determined by and agreed upon by the Stockholders.
iii. In the event that suit shall be required to collect on the promissory notes above
referred to, then in such event, the defaulting Stockholder or the Corporation
shall pay for attorney fees, and courts costs, incurred in such action.
4. Limitation on Stockholder's Right to Pledge Stock
The restrictions of paragraph 1 above shall not apply to encumbrances as collateral for a note or notes
in favor of the company or any one or more of the other Stockholders or in favor of a recognized lending
institution, but only if the proceeds of such loan are used in their entirety to purchase shares of the
Corporation and the borrowing Stockholder delivers to the Corporation and the other Stockholder(s)
the written commitment of the lender, in form acceptable to the Corporation that such lender will not
dispose of such shares without first affording the Corporation and the other Stockholder(s) the right for
a period of [NUMBER] days to purchase shares at a price satisfactory to the Corporation and the other
Stockholder(s).
5. Corporate Restrictions After Purchase
So long as any part of the purchase price of shares of capital stock sold in accordance with this Agreement
remains unpaid, the Corporation shall not:
i. declare or pay dividends on its capital stock;
ii. reorganize its capital structure;
237
iii. merge or consolidate with any other corporation, or sell any of its assets except in the regular
course of business;
iv. increase the salary of any officer or executive employee of the Corporation;
v. allow any of its obligations to become in default; or
vi. allow any judgments against the Corporation or any liens against the Corporation's property
to remain unsatisfied.
So long as any part of such purchase price remains unpaid, the Transferor, or the Personal
Representative of the Decedent shall have the right to examine the books and records of the Corporation
from time to time and to receive copies of all accounting reports and tax returns prepared for the
Corporation. If the Corporation breaches any of its obligations under this paragraph, the Transferor or
the Personal Representative, in addition to any other remedies available, may elect to declare the entire
unpaid purchase price due and payable forthwith.
6. Purchase By Stockholder
Whenever a Stockholder purchases shares of capital stock under this Agreement, such purchaser (unless
he shall have paid the entire purchase price in cash) shall, following the delivery of the purchased stock,
endorse the new certificates of stock issued to such purchaser, and deliver the same to the Seller as
collateral security for the payment of the unpaid purchase price; and such capital stock shall be so held
until the entire purchase price shall be paid. While such capital shall be so held as collateral security and
so long as the Purchaser is not in default, the Purchaser shall be entitled to all voting rights with respect
thereto. Dividends paid shall be applied to the indebtedness.
7. Purchase By Corporation
Whenever the Corporation shall, pursuant to this Agreement, be required to purchase shares of the
capital stock of the Corporation, the Stockholders and the Personal Representative of any Decedent
shall do all things and execute and deliver all papers as may be necessary to consummate such purchase.
Any note required to be given hereunder by the Corporation as part of the purchase price shall be
endorsed and guaranteed by the remaining or surviving Stockholders, who shall not be discharged from
such liability by reason of the subsequent extension, modification or renewal of any such note. Until all
amounts due are paid, the stock certificates shall be delivered to Seller.
8. Endorsement On Stock Certificates
Each certificate representing shares of capital stock of the Corporation now or hereafter held by the
Stockholders shall contain with a legend insubstantially the following form: "The transfer or
encumbrance of the shares of stock represented by the within certificate is restricted under the terms of
an Agreement dated [DATE] a copy of which is on file at the Corporation office."
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OBJECTION MY LORD
9. Value of Purchase Price for Tax Purposes
It is understood that the purchase price, determined as set forth hereinabove, shall be the value of the
purchased shares for all tax purposes. In the event such value is later increased by any federal or state
taxing authority, any tax liability resulting from such increase shall be borne by the selling Stockholder
or his Personal Representative, as the case may be.
10. Amendments
This Agreement may be amended or altered by execution of a written agreement authorized by

corporate resolution and signed by all the parties hereto.
11. Notices
Any and all notices, designations, consents, offers, acceptances, or any other communication provided
for herein, shall be given in writing by registered or certified mail addressed, in the case of the
Stockholders, to his address appearing on the stock books of the Corporation, or to his residence, or to
such other address as may be designated by him, and in the case of the Corporation, to the principal
office of the Corporation, postage prepaid, by United States Mail, and shall be considered to have been
delivered on the [DAY] day following the date stamped by the post office.
12. Invalid Provision
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the
other provisions hereof and the Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
13. Modification
It is understood between the parties that this Agreement contains the entire understanding of the parties
and no change or modification of this Agreement shall be valid unless the same be in writing and signed
by all the parties hereto.
14. Binding Effect
This Agreement shall bind and, unless inconsistent with its provisions, shall inure to the benefit of the
Executor, Administrator or Personal Representative, and the heirs and assigns of each of the
Stockholders.
15. Prior Agreement
This Agreement supersedes any prior Agreement of the parties.
239
16. Deadlock
If at any time the Stockholders cannot agree on the Certified Public Accountant of the company and
therefore are unable to establish an acceptable price for purchase, the matter shall be submitted to
arbitration in the following manner:
i. Each Stockholder shall, within [NUMBER] days after notice of

such deadlock, appoint a Certified Public Accountant, and the
two accountants shall then appoint a third Certified Public
Accountant within [NUMBER] days after the two accountants
are selected, and the average of purchase price determined by
them shall be final, conclusive and binding upon the
Stockholders, their executors, administrators and personal
representatives, and a judgment on such determination may be
obtained in any court of proper jurisdiction. The cost of such
accounting shall be borne equally by the parties unable to reach
agreement hereunder.
ii. In the event any one of the Stockholders shall fail within the
given time to select a Certified Public Accountant to represent
him to resolve the dispute, then and in such event, the remaining
Stockholder shall have the right to institute suit for specific
performance under this Agreement, and the defaulting
Stockholder shall pay for all attorney fees and court costs of such
action.
17. Indebtedness of a Stockholder
In the event that there is a purchase and sale of shares of stock or interest therein, pursuant to the
provisions hereinabove, and there is any indebtedness owed by the selling Stockholder or his estate to
any party to this Agreement, then, notwithstanding the said provisions relating to the payment of the
purchase price, and any amount to be paid for the stock being purchased shall be applied first to reduce
and satisfy any indebtedness owed by the Selling Stockholder or his estate to any party under this
Agreement.
18. Default
In the event of a default in the payment of any installment of the purchase price, the covenants and
conditions of this Agreement, or any Security Agreement given to Sellers, Sellers may declare the entire
unpaid portion of the purchase price to be immediately due and payable, and may proceed to enforce
payment of same and to exercise any and all rights and remedies provided by the Uniform Commercial
Code as well as any other rights and remedies either at law or in equity available to them, and Seller may
240
OBJECTION MY LORD
assign, sell or transfer all or any part of the collateral in such manner, at such price, and on such terms
and conditions as Sellers, in their sole and absolute discretion, may determine. Sellers or the Corporation
shall have the right to purchase any or all of the collateral, apply any unpaid indebtedness on account
thereof, and have a claim against Purchaser for the balance of such indebtedness in addition to any and
all remedies available to them at law or in equity.
19. Voting
It is understood and agreed that until the purchase price shall have been paid in full, the Purchaser shall
have no voting rights whatsoever.
20. Termination of Agreement
This Agreement shall terminate upon the occurrence of one of the following events:
i. The written agreement of the parties hereto or their successors

in interest to that effect;
ii. The bankruptcy, receivership, or dissolution of the

Corporation;
iii. The disposal of all the shares of stock of any Stockholder during
his lifetime or by his Personal Representative or estate upon his
death, shall terminate this Agreement as to such retiring or
deceased Stockholder; or
iv. All of the issued and outstanding stock of the Corporation

becoming owned by one of the Stockholders of the
Corporation.
21. Laws Governed By
This Agreement is executed in and shall be construed by and governed under the laws of the State of
[STATE/PROVINCE].
22. Withdrawal from Corporation
Any Stockholder may withdraw from participation in the Corporation at any time in accordance with
the following provisions:
a) Notice to Corporation
241
Such Stockholder ("Withdrawing Stockholder") shall give notice to the Corporation at least
[NUMBER] days prior to the date (he) (she) wants to withdraw ("Withdrawal Date") which notice shall
set forth the Withdrawal Date.
b) Offer to Corporation
Within [NUMBER] days after receipt of such notice, the Corporation may, at its option, elect to
purchase all, but not less than all, of the Withdrawing Stockholder's shares. The Corporation shall
exercise its option to purchase by giving written notice thereof to the Withdrawing Stockholder within
said [NUMBER] day period. Such written notice shall specify a date for the closing of the purchase,
which shall not be more than [NUMBER] days after the date of the giving of such notice. The purchase
price for the shares to be paid by the Corporation and terms of payment therefore shall be as set forth in
Paragraph 3 hereof.
c) Acceptance by Stockholders
If the Corporation fails to exercise said option within said [NUMBER] day period, then for a
[NUMBER] day period thereafter the other Stockholder(s) of the Corporation shall have the option to
purchase such shares, such option to be exercised in the same manner as that of the Corporation, and
the purchase price and terms of payment to be the same for the Stockholder(s) as for the Corporation
as set forth in Paragraph 3 hereof. The option may be exercised by the Stockholders pro rata (based on
that proportion which the number of shares owned by each other Stockholder bears to the total number
of shares then outstanding, not counting the shares proposed to be sold), and if one (or more) of the
Stockholders does not desire to exercise his option, then his option shall be exercisable on a pro rata basis
by the other Stockholders (not counting for any purpose, the shares proposed to be sold or the shares
owned by any Stockholder who does not desire to exercise his option); or the option may be exercised
by the other Stockholders on such basis as they may agree upon.
d) Dissolution and Liquidation
In the event that neither the Corporation nor the other Stockholder(s) purchase the shares of the
Withdrawing Stockholder, the other Stockholder(s) agree to execute a consent voluntarily dissolving the
Corporation. In addition, the Stockholder(s) agree to liquidate the assets of the Corporation as soon as
practicable thereafter.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year
first above written. Signed, Sealed and Delivered in the Presence of: "STOCKHOLDERS"
STOCKHOLDER STOCKHOLDER
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OBJECTION MY LORD
CORPORATION
[CORPORATE SEAL]
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AGREEMENT OF PURCHASE AND SALE OF SHARES y
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This Agreement of Purchase and Sale (the “Agreement”) is made in two original copies, effective i
[DATE] g
h
BETWEEN: [VENDOR NAME] (the "Vendor"), a corporation organized and existing under the t
laws of the [STATE/PROVINCE], with its head office located at: E
AND: [PURCHASER NAME] (the "Purchaser"), a corporation organized and existing under the n
laws of the [STATE/PROVINCE], with its head office located at: v
i
Whereas the Vendor owns all the issued shares of [NAME OF CORPORATION] (the "Corporation"); s
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It is agreed as follows:
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1. SUBJECT-MATTER n
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1.1 The Purchaser agrees to buy and the Vendor agrees to sell to the Purchaser all of the shares owned o
by the Vendor in the Corporation (the "Shares"). r
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2. PURCHASE PRICE
o
2.1 The purchase price payable for the Shares is the total of the amounts allocated among the Shares r
as follows: a
t
a) for all the [INSERT CLASS] shares - [AMOUNT] i
o
b) for all the [INSERT CLASS] shares - [AMOUNT] ETC.
n
3. TERMS OF PAYMENT .
2
3.1 The Vendor acknowledges receiving a cheque for [AMOUNT] from the Purchaser on execution 0
of this agreement to be held by the Vendor as a deposit on account of the purchase price of the 0
Shares and as security for the Purchaser's due performance of this agreement. 2
3.2 The Purchaser shall pay the balance of the purchase price of the Shares by certified cheque on .
closing. A
l
3.3 It is understood and agreed that the purchase price of the Shares is based on the financial position l
of the Corporation shown in the balance sheet produced by the Vendor for the Corporation and r
appended as Schedule A. If the net book value of the Corporation as of the date of closing is less i
than [%] of the net book value of the Corporation shown in Schedule A, the Vendor shall refund g
the Purchaser the dollar value difference within a reasonable time of receipt of written notice of h
the difference. For the purposes of this paragraph, the net book value of the Corporation means t
the dollar book value of the assets of the Corporation minus the dollar book value of the liabilities, s
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OBJECTION MY LORD
other than for shareholder equity, of the Corporation determined in accordance with generally
accepted accounting principles.
a) that the Vendor owns all the issued shares of the Corporation;
b) that the Shares are fully paid-up and non-assessable;
c) that no agreement or option exists pursuant to which the Corporation is or may be obliged to
issue further shares of its authorized capital;
d) that the Shares are sold free and clear of all liens, encumbrances and charges;
e) that any consent required for the transfer of the Shares in accordance with the Purchaser's
direction is given;
f) that the Corporation is duly incorporated, validly subsisting and in good standing under the
laws of its jurisdiction of incorporation;
g) that the Corporation is not party to any collective agreement with a labor union;
h) that the Vendor give the Purchaser and all duly authorized representatives of the Purchaser
full and complete access during normal business hours to the business premises and corporate,
business, accounting, tax and employment records of the Corporation for the purpose of
investigating the business and affairs of the Corporation;
i) that the Purchaser obtain financing on terms satisfactory to the Purchaser to complete the
purchase;
j) that the Vendor supply or deliver on closing all of the closing documents.
4.2 The Purchaser agrees that, unless and until the purchase of the Shares contemplated in this
agreement is completed, the Purchaser shall keep confidential all confidential information
obtained by the Purchaser from the Vendor or the Corporation about the Vendor and the
business and affairs of the Corporation.
245
a) the Vendor is a resident of [COUNTRY] within the meaning of the Income Tax Act of
[COUNTRY];
b) the Articles of Incorporation and all amendments to the Articles of Incorporation of the
Corporation are as stated in Schedule B;
c) the issued share capital of the Corporation is as stated in Schedule C;
d) the balance sheet appended in Schedule A and the financial statements for the last [NUMBER]
complete fiscal years of the Corporation produced by the Vendor appended in Schedule D have
been prepared in accordance with generally accepted accounting principles applied on a
consistent basis and are fair and accurate;
e) the Corporation owns the assets recorded in the balance sheet appended in Schedule A free and
clear of liens, charges and encumbrances except as noted in Schedule E;
f) the Corporation has properly reported and is not in arrears of payment of any direct or indirect
taxes or of any employee-related statutory deductions or remittances;
g) the corporate, business, accounting, tax and employment records of the Corporation are
complete in all material respects;
h) the business of the Corporation will not be adversely affected in any material respect in any way,
whether by the Vendor or by any other person or cause whatsoever, up to closing and the
Vendor will not do anything before or after closing to prejudice the goodwill of the
Corporation;
i) the Corporation will carry on business as usual until closing except that it will not declare any
dividends or make any any other distributions of capital or retained earnings or undertake or
compromise any major contractual liabilities without the express written consent of the
Purchaser;
j) there are no outstanding legal actions or judgments against the Corporation and the
Corporation is not in default of any agreement to which the Corporation is a party and that all
such agreements are in good standing and the Corporation is entitled to all stated benefits in
such agreements;
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OBJECTION MY LORD
k) the Vendor has made full and fair disclosure in all material respects of any matter that could
reasonably be expected to affect the Purchaser's decision to purchase the Shares on the terms set
out in this agreement;
l) the Vendor will execute such assignments, consents, clearances or assurances after closing,
4.4 The following warranty is made and given by the Purchaser to the Vendor in consideration of the
closing of this agreement: the Purchaser will personally indemnify and save the Vendor harmless
from claims on any outstanding personal guarantees given by the Vendor for the contractual
obligations of the Corporation.
5. NON-COMPETITION
or before closing:
a) certificates of the Shares duly assigned in accordance with the direction of the Purchaser together
with satisfactory proof of the giving of any consent required for the assignment;
b) all the corporate, business, accounting, tax and employment records of the Corporation;
c) the written resignation of each director and officer of the Corporation effective as of the date of
closing together with each director's and officer's personal release of all contracts with and claims
against the Corporation;
d) a duly certified record of a resolution passed by the shareholders of the Corporation electing
[NAME(S)] to the Board of Directors of the Corporation effective as of the date of closing;
e) a statutory declaration that the Vendor is a resident of [COUNTRY] within the meaning of the
247
f) such other assignments, consents, clearances or assurances as the Purchaser reasonably considers
agreement.
7. CLOSING DATE
8. MISCELLANEOUS
8.3 If any provision or part of any provision in this agreement is void for any reason, it shall be severed
without affecting the validity of the balance of the agreement.
8.6 This agreement binds and benefits the parties and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
8.7 This agreement is governed by the laws of the Province of [PROVINCE].
9. ACCEPTANCE
VENDOR PURCHASER
248
OBJECTION MY LORD
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ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE y
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This Assignment and Transfer of Stock Certificate (the “Assignment”) is made and effective [DATE],
i
BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and g
existing under the laws of the [STATE/PROVINCE], with its head office located at: h
t
AND: [TRANSFEROR NAME] (the "Transferor"), an individual having his main residence located E
at: n
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to [TRANSFEREE], v
i
[AMOUNT] shares of the stock of [COMPANY NAME] (the Corporation) standing in the name of s
the undersigned on the books of the Corporation and represented by Certificate [NUMBER]. i
o
The undersigned hereby and irrevocably constitutes and appoints [NAME OF ATTORNEY-IN- n
FACT], attorney-in-fact, to transfer the said stock on the books of the within named Corporation with
C
full power of substitution in the premises. o
Dated: [DATE] r
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CORPORATION TRANSFEROR o
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a
Authorized Signature Authorized Signature t
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.
2
0
In the presence of: 0
2
.
Authorized Signature A
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Print Name and Title r
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ASSIGNMENT OF SHARES y
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This Assignmentof Shares (the “Assignment”) is made and effective [DATE], i
g
the [STATE/PROVINCE], with its head office located at n
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TERMS i
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1. For value received, which is acknowledged, the Assignor hereby assigns all interest and benefit to
i
Assignee in the [CLASS] shares of [CORPORATION NAME] evidenced by Share Certificate
o
No(s). [NUMBER(S)] (the "Shares"). n
2. The Assignor warrants the Assignee that the Shares are fully paid-up and that the Assignor owns the C
Shares free and clear of all encumbrances. o
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above p
written. o
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ASSIGNOR ASSIGNEE
a
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Authorized Signature Authorized Signature o
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.
2
0
Print Name and Title Print Name and Title 0
2
.
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BILL OF SALE y
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BETWEEN: [COMPANY A NAME] (the "Seller"), a corporation organized and existing under the i
laws of the [STATE/PROVINCE], with its head office located at: g
h
AND: [COMPANY B NAME] (the "Buyer"), a corporation organized and existing under the laws of t
the [STATE/PROVINCE], with its head office located at: E
The parties agree as follows: n
v
The Seller for and in consideration of the sum of [AMOUNT], receipt of which is acknowledged, does i
sell, grant, convey, transfer and assign to the Buyer its successors and assigns, all of Seller’s outstanding s
stock, of which [NUMBER] shares of common stock and [NUMBER] shares of preferred stock i
constitute all of the outstanding stock of Seller, all property and assets, real and personal, tangible and o
intangible, of every kind and description owned by Seller, which are listed in Schedule "A" annexed n
hereto, which is incorporated herein and made a part hereof. C
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TO HAVE AND TO HOLD to Buyer, its successors and assigns, forever.
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AND Buyer, in further consideration of the transfer and assignment, agrees to assume and pay the p
liabilities of Seller, if any. o
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AND the Seller for itself, its successors and assigns, covenants and agrees to warrants that said goods and a
chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it t
will warrant and defend the same against the claims and demands of all persons. i
o
The Seller hereby warrants and covenants that I shall not within [NUMBER] years of the date of this
n
instrument engage in the business of [BUSINESS TYPE] within [TERRITORY].
.
The Seller has caused this bill of sale to be signed by its President, its corporate seal to be affixed to it and 2
attested to by its Secretary on [DATE]. 0
0
2
.
[CORPORATION A NAME] ATTEST
A
[PRESIDENT NAME] [SECRETARY NAME] l
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President Secretary r
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[CORPORATION B NAME] h
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[PRESIDENT NAME] s
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OBJECTION MY LORD
President
[CORPORATE A SEAL]
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C HECKLIST F OR E VALUATION TO BUY A B USINESS y
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When you find a business that you would like to buy, you will need to consider a number of points i
before deciding whether to purchase it. Take a good, close look at the business and answer the following g
questions. They will help you determine whether the business is a sound investment. h
t
• Why does the current owner want to sell the business? E
• What type of growth potential does this business have? n
• If the business is in decline, will you be able to save it and make it successful? v
• Is the business in sound financial condition? Have you seen audited year-end financial i
statements for the business? Have you reviewed the most recent statements? Have you reviewed s
the business’s last five tax returns? i
• Have you seen copies of all of the business’s current contracts? o
• Is the business now, or has it ever been, under investigation by any government agency? If so, n
what is the status of any current investigation? What were the results of any past investigation? C
• Is the business currently involved in a lawsuit, or has it ever been involved in one? If so, what is o
the status or result? r
• Does the business have any debts or liens against it? If so, what are they for, and in what p
amounts? o
• What percentage of the business’s accounts are past due? How much does the business write off r
each year for bad debts? a
• How many customers does the business serve on a regular basis? t
• Who makes up the market for this business? Where are your customers located? Do they all i
come from your community or from across the state, or are they spread across the globe? o
• Does the amount business vary from season to season? n
• Does any single customer account for a large portion of the sales volume? If so, would the .
business be able to survive without this customer? Remember, the larger the customer base is, 2
the more easily you will be able to survive the loss of any customers. If, on the other hand, the 0
business exists mainly to serve a single client, the loss of that client could be catastrophic. 0
2
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CHECKLIST FOR SALE OF A BUSINESS y
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The Sale Agreement should include the following items and terms: i
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❑ Identification of parties h
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❑ Names
E
❑ Addresses n
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❑ Character of each party i
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❑ Corporation
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❑ Sole proprietorship o
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❑ Professional practitioner C
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❑ Recitals
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❑ Business or profession conducted by seller p
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❑ Desire of seller to sell and buyer to buy r
a
❑ Desire of seller to retire
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❑ Assets subject to agreement i
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❑ Business building and other real property n
.
❑ Good will; use of firm name or customer lists
2
❑ Stock in trade 0
0
❑ Equipment, furniture, and fixtures 2
.
❑ Patents, copyrights, trademarks, and trade names
A
❑ Cash on hand and on deposit l
l
❑ Insurance policies r
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❑ Notes and accounts receivable, securities for debts, and outstanding contracts
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❑ Other assets h
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❑ Valuation of assets sold

❑ Nature of consideration
❑ Payment of money
❑ Assumption of debts and liabilities
❑ Other consideration
❑ Allocation of purchase price to various assets sold
❑ Time and manner of payment
❑ All cash on closing
❑ Part payment on signing and balance on closing
❑ Deposit held in escrow until closing
❑ Installment payments
❑ Mortgage or other collateral security
❑ Forfeiture of deposit for default in paying purchase price
❑ Other methods of payment
❑ Personal guaranty of payment by buyer
❑ Closing
❑ Delivery of instruments of transfer
❑ Payment of purchase price
❑ Acquisition of necessary rulings and approvals
❑ Conduct of business until closing
❑ Date of closing
❑ Inspection of assets sold
❑ Inspection of books, records, and premises
❑ Furnishing of customer list
256
OBJECTION MY LORD
❑ Furnishing of supplier list

❑ Representations by seller
❑ Title to property and assets
❑ Authority to enter into agreement
❑ Accuracy and completeness of books and records
❑ All outstanding liens, contracts, judgments, and other obligations disclosed
❑ Absence of labor disputes
❑ Validity of patents, copyrights, trademarks, and trade names
❑ Compliance with all laws affecting business
❑ Survival of representations
❑ Indemnification of buyer
❑ Assumption by buyer of lease
Obtaining of lessor’s consent to assignment of lease
❑ Assumption by buyer of outstanding contracts

Disavowal of contracts not listed by seller
❑ Assumption by buyer of seller’s collective bargaining agreement

❑ Payment of broker’s commission
❑ Instruction of buyer by seller in operation of business
Employment of seller as executive of buyer
❑ Covenant not to compete

❑ Territory
❑ Duration
❑ Responsibility for obtaining necessary approvals and making necessary filings
257
❑ Tax rulings
❑ Antitrust rulings
❑ Similar approvals
❑ Payment of sales or use taxes imposed on transfer of assets
❑ Payment of other taxes
❑ Transfer of tax identification numbers
❑ Insurance
❑ Contingencies
❑ On buyer’s obtaining license or permit
❑ On buyer’s continuation as franchisee
❑ Execution of bill of sale to transfer personal properties
❑ Transfer of titles of motor vehicles
❑ Execution of warranty deed to transfer real properties
❑ Risk of loss
❑ Remedies on default
❑ Assignability of rights under agreement
❑ Modification of agreement
❑ Arbitration of disputes
❑ Manner of giving notice
❑ Binding effect of agreement on successors and assigns
❑ Governing law
❑ Date of execution
❑ Signatures
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CHECKLIST FOR BUY/SELL AGREEMENTS y
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Critical What If's? i
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The time to prevent disputes is before they occur. Experience proves that owners’ anxieties created in h
dealing with one another are inversely proportional to the effort they spend addressing business t
problems in the event that they should happen. Dealing with these contingencies before they manifest E
themselves is the secret to a harmonious business relationship with other owners. Legal fees as well as n
sleepless nights will be minimized if you agree to the "What If's" now. v
Use the checklist below to determine areas where you may need assistance. Answer Yes or No to each i
question. s
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Applicability o
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❑ Should the agreement apply only to the current owners or should it be binding on all owners C
throughout the life of the business entity? o
❑ Should the agreement provide that it supersedes all other agreements to redeem a business r
interest? p
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❑ Is the agreement being reviewed annually? (Changes of price or terms should require a r
unanimous vote of the owners.) a
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Type of Agreement i
❑ Should the agreement be structured as a redemption agreement or as a cross-purchase o
agreement? n
.
❑ Should the agreement be structured: 2
0
❑ To require the seller to sell and the buyer to buy? 0
❑ To give the buyer an option to require the seller to sell? 2
.
❑ To give the seller an option to require the buyer to buy? A
l
❑ To give a right of first refusal to the buyer? l
❑ Should the death of an owner cause an automatic buyout of the owner’s interest or should r
his/her family be allowed to remain as an owner? i
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Buyout Price and Time for Payout h
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❑ Should the buyout price from the estate or heirs of a deceased owner be addressed? If yes,
when should it be paid? What interest rate should the obligation bear?
❑ Should the buyout price to a disabled owner be addressed? If yes, when would it be paid?
❑ Should the buyout price to an owner who resigns or is dismissed be addressed? If yes, when
should it be paid?
❑ Should there be a difference in price if there is an amiable parting of ways? If yes, when
should it be paid?
❑ Should the buyout price to an owner who goes bankrupt be addressed? If yes, when should
it be paid?
❑ Should the price reflect the fact that you are selling to a long time business associate rather
than an outsider?
Funding
❑ Should the agreement provide that the buyout be funded by life insurance or some other
investment vehicle?
❑ If funded with life insurance: Should the type of life insurance used be addressed (i.e. term
life, ordinary life, last to die, paid-up life, universal life or an endowment policy?)
❑ Should a life insurance trust be used?

❑ Should all of the policy proceeds be required to be used to redeem the interest?
❑ Can part of the proceeds be used to help the entity recover from the loss of the owner?
❑ Should whole life insurance policies with cash values be transferred to the owner at
termination or retirement?
Security
❑ Should the agreement be guaranteed or secured?

❑ If so, should the security be in the form of:
❑ A pledge of business assets?
❑ A personal guarantee by the other owners?
❑ An agreement obligating the entity to refrain from increasing salaries, paying dividends
or making loans until all outstanding liabilities to the beneficiaries are paid?
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OBJECTION MY LORD
Loans
❑ Should the disposition of owners' loans, whether receivables or payables, in the event of
termination because of death or disability be addressed?
❑ Should the disposition of owners' loans in the event of termination other than because of
death or disability be addressed?
Covenant Not to Compete
❑ Should there be a covenant not to compete? If so, should there be geographic and time
limitations?
Other
❑ Should there be a period of disability before the other owners of the business have the right
to buy out a disabled owner?
❑ Should an owner have the right to transfer or assign to a trust, for estate-tax planning
purposes, their rights and interests in the business?
❑ Should the spouses of the owners sign the buy/sell agreement?

❑ Do other family members presently own any stock?
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LEGENDS FOR STOCK CERTIFICATES y
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1. Securities Act Legend i
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In typical start-up companies where the shares are issued under the private placement exemption from h
the registration requirements of the Securities Act of 1933, the following legend (or a variation thereof) t
should be placed on the front of the stock certificate or on the back with a notice on the front referring E
to the legend: n
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR v
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF i
1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE s
ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION i
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH o
SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS n
DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, C
COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR o
TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE r
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE p
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. o
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2. Intrastate Offering Legend a
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If the securities have been issued in a transaction exempted from the federal registration requirements
i
pursuant to the intrastate offering exemptions from the Securities Act of 1933, then the following
o
legend should be placed on the stock certificate:
n
FOR A PERIOD OF NINE MONTHS FROM THE DATE OF THE LAST SALE OF .
SECURITIES BY THE ISSUER IN CONNECTION WITH THE OFFERING WHREBY THESE 2
SHARES WERE PUCHASED, ALL RESALES OF THESE SECURITIES, BY ANY PERSON, 0
SHALL BE MADE ONLY TO BONA FIDE PERMANENT RESIDENTS OF THE STATE OF 0
[name of state]. 2
.
3. STATE Securities Legend A
l
State securities laws may require the imposition of additional legends. For example, in California, if
l
securities are qualified with the Department of Corporations, the following legend is sometimes
r
required by the Department of Corporations on the certificate:
i
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES, OR g
ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR, h
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF t
s
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OBJECTION MY LORD
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE

COMMISSIONER’S RULES.
4. Restrictions on Transfer
If the company and the shareholders have entered into an agreement imposing restrictions on transfer
of the shares or placing rights of first refusal on sale of the shares, a form of the following legend is
appropriate. Restrictions on transfer may not be valid as against a purchaser without actual knowledge
of the restriction unless the restriction is conspicuously noted on the certificate.
THE SHARE, TRANSFER, OR HYPOTHECATION OF THE SHARES REPRESENTED BY

THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF AN AGREEMENT
AMONG THE ISSUER OF THESE SHARES AND ITS SHAREHOLDERS, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER.
5. Employee Restricted Stock
If the shares are issued pursuant to an Employee Restricted Stock Purchase Agreement that provides for
vesting of the shares dependent upon continued employment with the company, or if the company or
other shareholders have certain repurchase rights in connection with the shares, a variation of the
following provision will be appropriate:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE

PROVISIONS IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN
THE ISSUER AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE ISSUER.
6. Preferred Stock
If the stock to be issued is preferred stock, consider the following legend:
THE RIGHTS, PREFERENCES, PRIVELEGES AND RESTRICTIONS GRANTED TO OR

IMPOSED UPON EACH CLASS OR SERIES OF SHARES OF THE CORPORATION ARE
CONTAINED IN THE CORPORATION’S ARTICLES OF INCORPORATION, A COPY OF
WHICH IS OBTAINABLE FROM THE SECRETARY OF THE CORPORATION UPON
REQUEST AND WITHOUT CHARGE.
7. Other Legends
It may also be required by law or be otherwise appropriate that the share certificate reflect rights or
liabilities attendant to the shares such as assessment rights, preemptive rights, special qualifications of
263
persons who may be shareholders, restrictions on or assignment of voting rights, or rights of co-sale and
the like.
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OBJECTION MY LORD o
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[DATE] y
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Contact Name
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Address g
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Address2 t
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Zip/Postal Code v
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OBJECT: C OMPANY C REDIT A CCOUNT A PPROVAL i
o
n
This letter confirms your and our mutual intentions with respect to the potential transaction described C
herein between [NAME OF BUYER] (“Buyer”) and [NAME OF SELLER] (“Seller”) o
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1. Prices and Terms p
We envisage that the principal terms of the proposed transaction would be substantially as follows: o
r
(a) Business to be Acquired; Liabilities to be Assumed a
t
We would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used
i
in, or necessary for the conduct of, its [BUSINESS TYPE] business, including, without limitation:
o
(i) the [MAIN PRODUCT], subject to any obligations contained in disclosed license agreements and
n
all related intellectual property; (ii) the fixed assets of Seller, (iii) any and all customer lists; and (iv) the
.
goodwill associated therewith, all free and clear of any security interests, mortgages or other
2
encumbrances.
0
(b) Consideration 0
2
The aggregate consideration for the assets and business to be purchased would be [AMOUNT]; .
provided, however, that the working capital (current assets less current liabilities) of the business to be A
purchased equals or exceeds [AMOUNT], as shown on a closing date balance sheet prepared in l
accordance with generally accepted accounting principles. l
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(c) Due Diligence Review
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Promptly following the execution of this letter of intent, you will allow us to complete our examination g
of your financial, accounting and business records and the contracts and other legal documents and h
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generally to complete due diligence. Any information obtained by us as a result thereof will be
maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the
parties and dated [DATE] (the “Confidentiality Agreement”). The parties will cooperate to complete
due diligence expeditiously.
(d) Conduct in Ordinary Course
In addition to the conditions discussed herein and any others to be contained in a definitive written
purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to
having conducted your business in the ordinary course during the period between the date hereof and
the date of closing and there having been no material adverse change in your business, financial
condition or prospects.
(e) Definitive Purchase Agreement
All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement,
to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or
written statements or correspondence concerning the Purchase Agreement arising during the course of
negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary
or interim agreement between the parties.
(f) Employment Agreement
Simultaneously with the execution of the Purchase Agreement, we would enter into employment
agreements with [OWNER A NAME] and [OWNER B NAME] on such terms and conditions as
would be negotiated and agreed by them and us, including mutually agreeable provisions regarding
term, base and incentive compensation, confidentiality, assignment to us of intellectual property rights
in past and future work product and restrictions on competition. We would also offer employment to
substantially all of Seller’s employees and would expect the management team to use its reasonable best
efforts to assist us to employ these individuals.
(g) Timing
We and you would use all reasonable efforts to complete and sign the Purchase Agreement on or before
[DATE] and to close the transaction as promptly as practicable thereafter.
2. Expenses
You and we will pay our respective expenses incident to this letter of intent, the Purchase Agreement
and the transactions contemplated hereby and thereby.
3. Public Announcements
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OBJECTION MY LORD
Neither you nor we will make any announcement of the proposed transaction contemplated by this
letter of intent prior to the execution of the Purchase Agreement without the prior written approval of
the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict
in any respect your or our ability to communicate information concerning this letter of intent and the
transactions contemplated hereby to your and our, and your and our respective affiliates’, officers,
directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent
is required in connection with the transaction contemplated by this letter of intent.
4. Broker’s Fees
You and we have represented to each other than no brokers or finders have been employed who would
be entitled to a fee by reason of the transaction contemplated by this letter of intent.
5. Exclusive Negotiating Rights
In order to induce us to commit the resources, forego other potential opportunities, and incur the legal,
accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets
and business described above, and to negotiate the terms of, and consummate, the transaction
contemplated hereby, you agree that for a period of [number of days] days after the date hereof, you,
your affiliates and your and their respective officers, directors, employees and agents shall not initiate,
solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible
acquisition by any person other than us, including, without limitation, by way of a purchase of shares,
purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall
not (other than in the ordinary course of business as heretofore conducted) provide any confidential
information regarding your assets or business to any person other than us and our representatives.
6. Miscellaneous
This letter shall be governed by the substantive laws of the State of [STATE/PROVINCE] without
regard to conflict of law principles. This letter constitutes the entire understanding and agreement
between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior
or contemporaneous agreements, representations, warranties and understandings of such parties
(whether oral or written). No promise, inducement, representation or agreement, other than as expressly
set forth herein, has been made to or by the parties hereto. This letter may be amended only by written
agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show
agreement by and between such parties to any term or condition contrary to or in addition to the terms
and conditions contained in this letter. This letter shall be construed according to its fair meaning and
not strictly for or against either party.
7. No Binding Obligation
267
Except for Sections 1(c) and 2 through 6, THIS LETTER OF INTENT DOES NOT CONSTITUTE
OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY
LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER
PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED,
EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT
CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION
AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT.
The Confidentiality Agreement is hereby ratified and confirmed as a separate agreement between the
parties thereto.
If the foregoing terms and conditions are acceptable to you, please so indicate by signing the enclosed
copy of this letter and returning it to the attention of the undersigned.
Very truly yours,
[BUYER NAME]
Your title
Telephone contact
ACCEPTED AND AGREED
[SELLER COMPANY NAME]
By:
Title:
268
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OBJECTION MY LORD o
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O PTION TO A CQUIRE S HARES F ROM A S HAREHOLDER y
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BETWEEN: [SELLER’S NAME] (the "Seller"), who owns [NUMBER] of shares of the common i
stock of [NAME OF COMPANY], a corporation organized and existing under the laws of the g
[STATE/PROVINCE] (the “Company”) h
t
AND: [BUYER’S NAME] (the "Buyer"), a corporation organized and existing under the laws of the E
RECITALS v
i
This Agreement is entered into upon the basis of the following facts and intentions of the parties: s
i
A. Seller owns [NUMBER] of shares of the common stock (the “Shares”) of the Company.
o
B. Buyer desires to obtain an option to purchase the Shares from Seller and Seller is willing to n
grant such an option to Buyer. C
o
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are r
hereby acknowledged, the parties hereby agree as follows: p
o
Option
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As of the date hereof, the Seller grants to Buyer an option (the “Option”) to purchase all of the Shares a
from Seller upon all of the terms, covenants and conditions hereinafter set forth. The share certificates t
representing the Shares shall hereafter bear a legend referring to this Option Agreement. i
o
Consideration for the Option n
.
As consideration for the Option, Buyer shall pay to Seller the sum of $[AMOUNT] on the date hereof.
2
In the event this option is exercised, all consideration paid for the Option [SHALL OR SHALL NOT]
0
be applied against and be deemed to be a payment upon the purchase price. In the event that Buyer does
0
not exercise the Option, the consideration paid to Buyer for the Option [WILL OR WILL NOT] be
2
retained by Seller without deduction or offset.
.
Term and Exercise A
l
Buyer may exercise the Option at any time up to and until [DATE], by giving Seller written notice of l
his intention to exercise the Option. r
Purchase Price i
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The purchase price (“Purchase Price”) which Buyer agrees to pay upon exercise of the Option is
y
[AMOUNT] Dollars ($[AMOUNT]) per share, payable in cash.
r
Number of Shares i
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The number and class of Shares specified in this Agreement and/or the Purchase Price are subject to h
appropriate adjustment in the event of any merger, reorganization, consolidation, re-capitalization, t
liquidation, stock dividend, split-up, share combination or other change in the corporate structure of E
the Company affecting the Shares. n
v
Representations and Warranties of Seller
i
The Seller represents and warrants to the Buyer that: s
i
The Seller has full power and authority to execute and deliver this Agreement, and this Agreement is a o
valid and binding agreement enforceable against the Seller in accordance with its terms; n
Neither the execution of this Agreement nor the sale of the Shares will constitute a violation of, or C
conflict with, or default under, any contract, commitment, agreement, understanding or arrangement o
r
to which the Seller is a party or by which Seller is bound or of any law, decree, or judgment;
p
Now and up to the time of exercise of the Option, the Seller will have valid title to the Shares, free and o
clear of all claims, liens, charges, encumbrances and security interests, and will transfer such Shares upon r
exercise of the Option to the Buyer free and clear of all claims, liens, charges, encumbrances and security a
interests; t
i
The Purchase Price may or may not reflect the actual value of the Shares, that the Seller has investigated o
the value independently, that he has been represented by independent counsel, and that he understands n
that the value of the Shares when and if the Option is exercised may be significantly higher than the .
Purchase Price; and 2
Prior to [DATE], Seller shall not sell, assign, transfer, pledge, hypothecate, or otherwise encumber any 0
of the Shares. 0
2
Cooperation .
A
Each party shall, upon request of the other party, promptly execute and deliver all additional documents
l
reasonably deemed by the requesting party to be necessary, appropriate or desirable to complete and
l
evidence the sale, assignment and transfer of the Shares pursuant to this Agreement.
r
Representations and Warranties of the Buyer i
g
Buyer represents and warrants to the Seller that (a) this Agreement is a valid and binding agreement h
enforceable against Buyer in accordance with its terms and (b) Buyer, if he exercises the option, will be t
s
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OBJECTION MY LORD
purchasing the Shares for his own account and not with a view to or for sale in connection with any
distribution of such Shares in violation of applicable securities laws.
Purchase and Sale
If Buyer exercises the Option, at a closing (the “Closing”), the Seller shall sell, transfer and deliver the
Shares, represented by certificates duly endorsed in blank or accompanied by stock powers duly
executed, to the Buyer, and the Buyer shall purchase the Shares in exchange for the Purchase Price.
Dividends and Voting Rights
Until the Option is exercised, if at all, all dividends and voting rights attendant to the Shares shall remain
with Seller.
Buyer May Exercise Option For Less Than All Shares
Notwithstanding any other provision herein to the contrary, the Buyer may exercise the Option with
respect to less than all of the Shares.
Survival
All representations, warranties and agreements made by the Seller and by the Buyer in this Agreement
shall survive the execution of this Agreement and any Closing and any investigation at any time made
by or on behalf of any party hereto.
Modification; Assignment
This Agreement may not be modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto. Buyer may assign his rights under
this Agreement with the consent of Seller.
Successors
This Agreement will be binding upon, inure to the benefit of and be enforceable by and against the
parties hereto and their respective heirs, beneficiaries, executors, representatives and permitted assigns.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
[STATE/PROVINCE].
Entire Agreement
271
This Agreement constitutes the entire agreement among the parties with respect to its subject matter
and supersedes all agreements, understanding, representations, or warranties, whether oral or written,
by or among the parties, previously or contemporaneously made or given.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Buyer and
Seller as of the day and year first written below:
BUYER: SELLER:
________________ _________________
[BUYER NAME] [SELLER NAME]
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OBJECTION MY LORD o
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OPTION TO BUY AGREEMENT y
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BETWEEN: [COMPANY NAME] (the "Owner"), a corporation organized and existing under the i
laws of the [STATE/PROVINCE], with its head office located at: g
h
t
AND: [NAME] (the "Buyer"), an individual, with its principal place of living located at: E
n
1. Buyer hereby pays to Owner the sum of $[AMOUNT] in consideration for this option, which v
option [SHALL OR SHALL NOT] be credited to the purchase price if option exercised. i
s
2. Buyer has the option and the right to buy [DESCRIBE PROPERTY] during the option period
i
for the full price of $[AMOUNT].
o
3. This option will remain in effect until [DATE], and thereupon expire unless sooner exercised. n
C
4. To exercise the option, Buyer must notify Owner of same by certified mail within the option o
period. r
p
5. If Buyer exercises the option, then Buyer and Owner agree to sign the attached and completed
o
contract of sale, and consummate the sale on its terms.
r
6. This option agreement shall be binding upon and inure to the benefit of the parties, their a
successors, assigns and personal representatives. t
i
Signed under seal this [DAY] day of [MONTH] [YEAR]. o
n
_______________________________
.
In the presence of [WITNESS NAME] 2
0
[OCCUPATION] 0
_______________________________ 2
.
[OWNER NAME] A
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_______________________________ l
[BUYER NAME] r
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[DATE] y
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Contact Name
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Address g
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Address2 t
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Zip/Postal Code v
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OBJECT: PROPOSAL TO P URCHASE [NAME OF i
BUSINESS] o
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Dear [CONTACT NAME], C
o
We are interested in negotiating an agreement for the purchase and sale as a going concern of all the
r
business assets, including furniture, fixtures and equipment, stock in trade, parts and supplies, leasehold
p
interest and goodwill, owned by you in connection with the [TYPE OF BUSINESS] business carried
o
on as [NAME OF BUSINESS] at [ADDRESS].
r
Subject to formal contract, we are prepared to pay [AMOUNT] for the business on the following terms: a
t
[INSERT TERMS] i
o
If you are interested in selling at this price on these terms, please let us know and we will make you a
n
formal offer to purchase.
.
Sincerely, 2
0
Your name 0
Your title 2
.
Telephone contact A
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youremail@yourcompany.com l
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OBJECTION MY LORD o
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RIGHT OF FIRST REFUSAL AGREEMENT y
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This Right of First Refusal Agreement (the “Agreement”) is made and effective [DATE], i
g
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under h
E
n
AND: [FIRST HOLDER NAME] (the "First Holder"), a corporation organized and existing under v
the laws of the [STATE/PROVINCE], with its head office located at: i
s
AND: [SECOND HOLDER NAME] (the "Second Holder"), a corporation organized and existing
i
under the laws of the [STATE/PROVINCE], with its head office located at:
o
AND: [THIRD HOLDER NAME] (the "Third Holder"), a corporation organized and existing n
under the laws of the [STATE/PROVINCE], with its head office located at: C
o
In consideration of the mutual promises, covenants and conditions herein contained and for other good r
and valuable consideration, the parties hereto agree as follows: p
o
1. Definitions
r
Certain terms used herein are defined as follows: a
t
“Board of Directors” means the Board of Directors of the Company and any committee thereof. i
o
“Immediate Family” means any spouse, child, grandchild, parent, brother, or sister of a Holder.
n
“Shares” means any shares of capital stock of the Company or any securities convertible into or .
exchangeable for any class of capital stock of the Company and all securities into which such Shares may 2
be converted or reclassified as a result of any merger, consolidation, stock split, stock dividend, or other 0
recapitalization of the Company, whether now owned or hereafter acquired. 0
2
2. Restrictions on Transfer .
No Holder may sell or engage in any transaction which has resulted in or will result in a change in the A
beneficial or record ownership of any Shares held by the Holder, including without limitation a l
voluntary or involuntary sale, assignment, transfer, pledge, hypothecation, encumbrance, disposal, loan, l
gift, attachment or levy (a “Transfer”), except as provided in this Agreement, and any such Transfer of r
Shares or attempted Transfer of Shares in contravention of this Agreement shall be void and ineffective i
for any purpose or confer on any transferee or purported transferee any rights whatsoever. g
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a. Each time a Holder proposes to Transfer (or is required by operation of law or other
involuntary transfer) any or all of the Shares standing in such Holder's name or owned by
him or her during the term of this Agreement, such Holder shall first offer such Shares to
the Company in accordance with the following provisions:
b. Such Holder shall deliver a written notice (a “Notice”) to the Company stating (a) such
Holder's bona fide intention to Transfer such Shares, (b) the name and the address of the
proposed transferee, (c) the number of Shares to be transferred, and (d) the purchase price
per Share and terms of payment for which the Holder proposes to Transfer such Shares.
c. Within [NUMBER] days after receipt of the Notice, the Company or its designee shall have
the first right to purchase or obtain such Shares, upon the price and terms of payment
designated in the Notice. If the Notice provides for the payment of non-cash consideration,
the Company at its option may pay the consideration in cash equal to the Company's good
faith estimate of the present fair market value of the non-cash consideration offered.
d. If the Company or its designee elects not to purchase or obtain all of the Shares designated
in the selling Holder's Notice, then the Holder may Transfer the Shares referred to in the
Notice to the proposed transferee, providing such Transfer (a) is completed within 30 days
after the expiration of the Company's right to purchase or obtain such Shares, (b) is made at
the price and terms designated in the Notice, and (c) the proposed Transferee agrees to be
bound by the terms and provisions of this Agreement and to become a party to this
Agreement immediately upon receipt of such Shares. If such Shares are not so transferred,
the selling Holder must give notice in accordance with this paragraph prior to any other or
subsequent Transfer of such Shares.
e. Notwithstanding Section 3(a), a Holder may Transfer Shares: (i) to a member of the
Holder's Immediate Family or to a trust established for the benefit of a member or members
of the Holder's Immediate Family, (ii) to an affiliate or equity holder of the Holder, (iii) to
a person who is a constituent partner of the Holder on the date hereof, or (iv) to the estate
of any of the foregoing by gift, will or intestate succession; provided that the Holder or his
representative notifies the Company of such Transfer not less than [NUMBER] nor more
than [NUMBER] days prior to the Transfer and that the proposed transferee agrees to be
Agreement immediately upon the receipt of such Shares.
4. No Transfer to Competitors
276
OBJECTION MY LORD
A Holder may not Transfer any Shares to a competitor of the Company, or to any shareholder, partner
or other beneficial holder of an equity ownership interest in a competitor, other than pursuant to a
merger, combination, or other transaction approved by the Board of Directors.
5. Governing Law
Notwithstanding any provisions to the contrary contained in this Agreement, the Company's
obligations to pay or complete payment for any Shares to be purchased by it under this Agreement is
subject to its being legally permitted to do so under the tests contained in Sections [NUMBER] of the
[STATE/PROVINCE/COUNTRY] General Corporation Law or any successor statute applicable
thereto.
6. Legend on Stock Certificates
Each certificate representing shares owned of record or beneficially by a party to this Agreement shall be
endorsed with the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST

REFUSAL AGREEMENT BETWEEN [NAME OF COMPANY] (THE COMPANY) AND THE
HOLDERS THAT ARE SIGNATORIES THERETO, PROVIDING FOR, AMONG OTHER
MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE
SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS
ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed
transferee thereof shall have executed and become a party to this Agreement and thereby shall have
become subject to all of the provisions hereof; and notwithstanding any other provisions of this
Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the
provisions hereof at any time to any of the Shares subject hereto.
7. Term of Agreement
The restrictions on Transfer of Shares set forth in this Agreement shall terminate upon any of the
following:
a. The determination of the Board of Directors that this Agreement shall be terminated.
b. The dissolution or bankruptcy of the Company.
c. The consummation of a public offering for any of the common stock of the Company
registered under the [LAW/CODE/ACT].
277
8. Acknowledgments
Each Holder acknowledges that other shareholders of the Company may have restrictions on their
shareholdings different than the terms contained herein.
9. Further Assurances
Each party hereto agrees to perform any and all further acts and to execute and deliver any documents
which may reasonably be necessary to carry out the provisions of this Agreement.
10. Modification
This Agreement as applied to any Holder may be amended at any time by the written agreement of the
Company and a Holder affected thereby.
11. Will Provisions
Each Holder agrees to insert in his or her will, or to execute a codicil thereto, directing and authorizing
his or her executor to fulfill and comply with the provisions hereof.
12. Notice
Any notice required or permitted hereunder shall be delivered in person or sent by telecopier, air courier
or certified mail, return receipt requested, postage and fees prepaid in all cases; in the case of the
Company, to the then current address of its then principal business office, to the attention of the
Chairman of its Board of Directors, and, in the case of a Holder, to the address of such Holder shown
on the signature page hereto, or to such other address as will have been specified by prior written notice
to the sending party. Notice shall be effective upon delivery if it is hand-delivered; upon receipt if it is
transmitted by telecopier, air courier or registered, certified or express mail; upon expiration of the third
business day after deposit in the [COUNTRY] mail if mailed from and to an address in the
[COUNTRY]; and upon expiration of the tenth business day after deposit in the [COUNTRY] mail if
mailed from or to an address outside the [COUNTRY].
13. Succession
This Agreement shall be binding upon and inure to the benefit of the parties hereto and upon their
permitted successors in interest of any kind whatsoever, their heirs, executors, administrators, and
personal representatives.
14. Governing Law
This Agreement will be governed in all respects by the laws of the State of [STATE/PROVINCE] as
such laws are applied to agreements between [STATE/PROVINCE] residents entered into and to be
performed entirely within [STATE/PROVINCE], without regard to conflicts of law [principles]. The
278
OBJECTION MY LORD
parties hereby consent to the exclusive jurisdiction of the state or federal courts located in the State of
[STATE/PROVINCE], for the resolution of any disputes arising out of this Agreement.
15. Counterparts
This Agreement may be signed in any number of counterparts, each of which will be an original, but all
of which together will constitute one and the same instrument.
16. Sole Agreement
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and supersedes any and all prior or contemporaneous agreements and
understandings pertaining thereto whether oral or written.
17. Construction
The titles of the sections of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement. The language of this Agreement shall be construed as to its
fair meaning and not strictly for or against any party.
18. Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of this Agreement shall be enforceable
in accordance with its terms and interpreted as if such provisions were as excluded.
19. Attorney Fees
In the event that any dispute among the parties hereto should result in litigation or arbitration, the
prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs
and expenses of enforcing any right of the prevailing party, including without limitation, reasonable
attorneys' fees and expenses.
written.
COMPANY FIRST HOLDER
___________________ ____________________
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___________________ ____________________
SECOND HOLDER THIRD HOLDER
___________________ ____________________
___________________ ____________________
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OBJECTION MY LORD
C ONSENT OF S POUSE
The undersigned spouse(s) of the party (parties) to the foregoing Agreement acknowledge(s) on his or
her own behalf that: I have read the foregoing Agreement and I know its contents. I am aware that by
its provisions my spouse grants the Company an option to purchase all of his or her shares of the
Company, including my community interest in them. I hereby consent to the sale, approve of the
provisions of the Agreement, and agree that those shares and my interest in them are subject to the
provisions of the Agreement and that I will take no action at any time to hinder operation of the
Agreement on those shares or my interest in them.
SPOUSE SPOUSE
_____________________ _____________________
Signature Signature
_____________________ _____________________
Name Name
SPOUSE SPOUSE
_____________________ _____________________
Signature Signature
_____________________ ______________________
Name Name
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©
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STOCK AGREEMENT y
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This Stock Agreement (the “Agreement”) is made and effective [DATE] i
g
BETWEEN: [CORPORATION NAME] (the "Corporation"), an individual having is principal h
place of living located at: t
AND: [STOCKHOLDER NAME] (the "First Stockholder"), a corporation organized and existing E
v
AND: [STOCKHOLDER NAME] (the "Second Stockholder"), a corporation organized and existing i
under the laws of the [STATE/PROVINCE], with its head office located at: s
i
RECITALS
o
A. The above-named stockholders desire to assure continuity of ownership of the corporation. n
C
B. The stockholders, after mutual consultations, have agreed, in order to insure such continuity, to o
restrict the sale or transfer of shares of the corporation, both during the lifetime and at the death r
of any of the stockholders. p
o
For the reasons above set forth, and in consideration of the mutual covenants and promises of the parties
r
hereto, the corporation and the stockholders agree as follows:
a
1. FIRST RIGHT OF PURCHASE IN CORPORATION t
i
If any stockholder shall, during the stockholder’s lifetime, desire to sell or transfer all or any part of the o
stockholder’s shares of stock in the corporation, the stockholder shall first offer to sell the above- n
mentioned shares to the corporation at a price per share equal to the then book value of each of the .
shares as of the last day of the calendar month next preceding the date the shares are offered for sale. 2
Book value shall be determined by the independent certified accountants for the corporation and such 0
valuation shall be in accordance with generally accepted accounting principles consistent with the 0
method of accounting then employed by the corporation and shall be binding on the parties. 2
.
2. OFFER TO OTHER STOCKHOLDERS IF CORPORATION DOES NOT PURCHASE
A
The offer to sell shall be communicated in writing by the selling stockholder to the board of directors of l
the corporation and to all other stockholders, and the corporation shall have a period of [NUMBER] l
days after receipt of such notice in which to exercise its rights to purchase the shares at a price determined r
as specified in Section One. If the corporation shall refuse or neglect to notify the selling stockholder in i
writing of its intention to purchase the shares within the [NUMBER]-day period, or if the corporation g
is prohibited by law from making such a purchase or redemption, the selling stockholder shall then h
notify in writing the other stockholders of the stockholder’s intention to sell and the number of shares t
s
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OBJECTION MY LORD
offered for sale and the other stockholders shall have an additional period of [NUMBER] days within
which to accept the offer to sell on the same terms and conditions as offered to the corporation, each of
the other stockholders having the right to purchase the number of shares owned by the selling
stockholder equal to such purchasing stockholders’ proportionate ownership of the corporation
immediately prior to the receipt of such offer to sell.
3. STOCKHOLDER’S RIGHTS IF NEITHER CORPORATION NOR OTHER

STOCKHOLDERS EXERCISE OPTION
If neither the corporation nor the other stockholders elect to purchase the shares within the time limited
on the terms set forth above, the stockholder desiring to sell or transfer his or her shares shall be free to
do so to any other person or corporation free of any restrictions provided herein; provided, however,
that such sale or transfer shall not be on terms less favorable to the selling stockholder unless the less
favorable terms are re-offered to the corporation and/or the other stockholders as herein provided. If
the sale or transfer to any other such person or corporation is not completed within [NUMBER] days
after the expiration of the periods of time set forth in this agreement, the selling stockholder must, before
making any subsequent sale or transfer, re-offer the shares to the corporation and/or the other
stockholders as provided in this agreement.
4. CLOSING OF SALE
The closing of the sale and transfer of such shares to the corporation or to the other stockholders of the
corporation shall take place within [NUMBER] days after the acceptance of the selling stockholders’
offer to sell and the purchase price so determined shall be paid by the purchasers to the seller by means
of a promissory note due [NUMBER] years from date, bearing interest at the rate of [%] per annum on
the unpaid principal balance, principal payable in full at the end of the [NUMBER]-year term, plus
interest. Such promissory note shall permit prepayment at any time without penalty.
Simultaneously with such payments, the stock of the selling stockholder shall be delivered to the
purchaser in such form as to effectively transfer such shares, at which time such selling stockholder’s
rights as a shareholder of the corporation shall cease to exist as to the shares so transferred.
5. DEATH OF STOCKHOLDER
On the death of a stockholder named above, the corporation shall purchase and the estate or personal
representative of the deceased stockholder shall sell the decedent’s stock in the corporation for a
consideration equal to the book value of such stock as established by the accountants for the corporation
as herein provided above. In the event the corporation is then prohibited by law from making such
purchase or redemption of the decedent’s shares of stock in the corporation, the then surviving
stockholders of the corporation shall purchase and the decedent's estate shall sell all of the shares of stock
owned by the decedent on the date of his or her death at the same price and on the same terms and
283
conditions as set forth above. In the event of the survival of two or more stockholders of the corporation;
each shall be jointly and severally liable to the decedent's estate for the purchase price, but as between
them they shall share such liability in the ratio that the number of the shares of stock respectively owned
by them at the time of the decedent’s death bears to the aggregate number of such shares and the shares
of stock owned by the decedent’s estate shall, in like manner, be apportioned between them based on
their proportionate ownership of the shares of stock of the corporation at the date of the decedent's
death. The closing of the sale and purchase of the shares by the corporation or, in the event of its inability
to complete the purchase by the surviving stockholders shall be made within [NUMBER] months after
the date of the deceased stockholder’s death. In making the valuation of the shares, the accountants for
the corporation shall determine the book value as herein provided as of the end of the calendar month
next preceding the date of the decedent’s death.
6. LEGEND ON STOCK CERTIFICATE
No stockholder of the corporation shall sell or offer to sell to a person not a party to this agreement, nor
transfer or assign any of his or her right, title, or interest in or to any stock owned by the stockholder
during the stockholder’s lifetime nor shall a stockholder’s heirs, personal representatives, successors, or
assigns make any such sale or transfer of such shares after the death of any of the stockholders except in
accordance with the terms and conditions of this agreement. Certificates of stock subject to this
agreement shall be endorsed as follows: “This certificate of stock is subject to a stock purchase agreement
between its owners, the issuing corporation, and the other stockholders thereof, dated [DATE] and is
transferable only in accordance with the agreement.”
7. TERMINATION OF AGREEMENT.
This agreement shall terminate and become null and void on the occurrence of any of the following
events:
A. Cessation of the corporate business or enterprise during the lifetime of the stockholders;
B. Bankruptcy or receivership or dissolution of the corporation;
C. Death of the stockholders simultaneously or within a period of [NUMBER] days, one from the
other; or
D. Mutual agreement of termination executed by all of the stockholders of the corporation and
shown in the minute book.
written.
CORPORATION FIRST STOCKHOLDER
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OBJECTION MY LORD
SECOND STOCKHOLDER
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©
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Number____ y
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[Name of Corporation]
i
A [State] Corporation g
h
[# Issued] Shares t
[Common/PREFERED] Stock E
n
This certifies that [SHAREHOLDER] is the record holder of [Number Issued] shares of v
[Common/PREFERED] stock of [NAME OF CORPORATION] transferable only on the share i
register of the corporation, in person or by duly authorized attorney, upon surrender of this certificate s
properly endorsed or assigned. i
o
This certificate and the shares represented hereby are issued and shall be held subject to all the provisions n
of the Articles of Incorporation and the By-Laws of the corporation and any amendments thereto. C
A statement of all of the powers, designations, preferences and relative, participating, optional or other o
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of r
such preferences and/or rights may be obtained by any stockholder, upon request and without charge, p
at the principal office of the corporation. o
r
WITNESS the signatures of its duly authorized officers this [day] of [MONTH], [YEAR]. a
t
i
[Name of Secretary], Secretary [Name of President], President o
n
.
2
0
For Value Received [NAME] hereby sells, assigns, and transfers unto, [NAME], [NUMBER] shares 0
represented by the within certificate and hereby irrevocably constitutes and appoints [attorney] to transfer 2
the said shares on the share register of the within named corporation with full power of substitution in the .
premises. A
l
Dated [DATE] l
In presence of _______________ _______________ r
i
Witness Stockholder g
h
t
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OBJECTION MY LORD
NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE

NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER [CODE OR LAW]. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF
REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF
THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE CORPORATION.
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©
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STOCK OPTION AGREEMENT r
i
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR
g
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
h
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
t
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
E
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
n
REGISTRATION IS NOT REQUIRED UNDER THE [ACT], AS AMENDED.
v
This Stock Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth i
below (the “Date of Grant”) s
i
BETWEEN: [COMPANY NAME] (the "Company), a corporation organized and existing under o
the laws of the [STATE/PROVINCE], with its head office located at: n
AND: [OPTIONEE NAME] (the "Optionee"), an individual with his main address at: C
o
Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s [Year r
of Plan] Stock Option & Incentive Plan (the “Plan”). p
o
r
Total Option Shares: a
Exercise Price Per Share: t
i
Date of Grant: o
n
First Vesting Date:
.
Expiration Date for Exercise of Options: 2
0
Type of Stock Option: 0
2
(Check one): [ ] Incentive Stock Option
.
[ ] Statutory Stock Option A
l
1. Grant of Option l
The Company hereby grants to Optionee an option (the “Option”) to purchase the total number of r
shares of Common Stock of the Company set forth above (the “Shares”) at the Exercise Price Per Share i
set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and g
the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an h
“incentive stock option” (“ISO”) within the meaning of Section [number] of the [CODE], as amended t
(the “Code”). Only Employees of the Company shall receive ISOs. s
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OBJECTION MY LORD
2. Exercise Price
The Exercise Price, is not less than the fair market value per share of Common Stock on the date of grant,
as determined by the Board; provided, however, in the event Optionee is an Employee and owns stock
representing more than [%] of the total combined voting power of all classes of stock of the Company
or of its Parent or Subsidiary corporations immediately before this Option is granted, said exercise price
is not less than one hundred ten percent [%] of the fair market value per share of Common Stock on the
date of grant as determined by the Board.
3. Exercise of Option
This Option shall be exercisable during its term in accordance with the provisions of [PLAN] as follows:
a. Vesting
i. This Option shall not become exercisable as to any of the number of the Shares as
follows (check one):
[] Four Year Vesting:
Until the date that is [NUMBER] year from the date of grant of the Option (the "Anniversary Date").
On the Anniversary Date, this Option may be exercised to the extent of [%] of the Shares. Upon the
expiration of each calendar month from the Anniversary Date, this Option may be exercised to the
extent of the product of (a) the total number of Shares set forth at the beginning of this Agreement and
(b) the fraction the numerator of which is [NUMBER] and the denominator of which is [NUMBER]
(the "Monthly Vesting Amount"), plus the shares as to which the right to exercise the Option has
previously accrued but has not been exercised; provided, however, that notwithstanding any of the
above, the [%] exercisable on the Anniversary Date and the Monthly Vesting Amount with respect to
any calendar month shall become exercisable only if the Employee was an employee of the Company or
any Subsidiary of the Company as of the Anniversary Date and the last day of such month, respectively.
Any time that the Optionee is on leave or is absent from performing services for the Company shall not
be counted towards the vesting provided herein.
[] Alternate Vesting Schedule: As follows:
ii. This Option may not be exercised for a fraction of a Share.
iii. In the event of Optionee's death, disability or other termination of employment, the
exercisability of the Option is governed by Sections 7, 8 and 9 below, subject to the
limitations contained in subsection 3(i)(d).
289
iv. In no event may this Option be exercised after the date of expiration of the term of
this Option as set forth in Section 11 below.
b. Method of Exercise
This Option shall be exercisable by written notice which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised, and such other representations
and agreements as to the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be
signed by Optionee and shall be delivered in person or by certified mail to the President, Secretary or
Chief Financial Officer of the Company. The written notice shall be accompanied by payment of the
exercise price.
No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise
shall comply with all relevant provisions of law and the requirements of any stock exchange upon which
the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is exercised with respect to
such Shares.
c. Adjustments, Merger, etc. The number and class of the Shares and/or the exercise price
specified above are subject to appropriate adjustment in the event of changes in the capital
stock of the Company by reason of stock dividends, split-ups or combinations of shares,
reclassifications, mergers, consolidations, reorganizations or liquidations. Subject to any
required action of the shareholders of the Company, if the Company shall be the surviving
corporation in any merger or consolidation, this Option (to the extent that it is still
outstanding) shall pertain to and apply to the securities to which a holder of the same
number of shares of Common Stock that are then subject to this Option would have been
entitled. A dissolution or liquidation of the Company, or a merger or consolidation in which
the Company is not the surviving corporation, will cause this Option to terminate, unless
the agreement or merger or consolidation shall otherwise provide, provided that the
Optionee shall, if the Board expressly authorizes, in such event have the right immediately
prior to such dissolution or liquidation, or merger or consolidation, to exercise this Option
in whole or part. To the extent that the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.
4. Optionee's Representations
a. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee
represents to the Company that Optionee understands that:
290
OBJECTION MY LORD
b. Both this Option and any Shares purchased upon its exercise are securities, the issuance by
the Company of which requires compliance with federal and state securities laws;
c. These securities are made available to Optionee only on the condition that Optionee makes
the representations contained in this Section 4 to the Company;
d. Optionee has made a reasonable investigation of the affairs of the Company sufficient to be
well informed as to the rights and the value of these securities;
e. Optionee understands that the securities have not been registered under the [ACT], as
amended (the "Act") in reliance upon one or more specific exemptions contained in the Act,
which may include reliance on [RULE] promulgated under the Act, if available, or which
may depend upon (a) Optionee's bona fide investment intention in acquiring these
securities; (b) Optionee's intention to hold these securities in compliance with federal and
state securities laws; (c) Optionee having no present intention of selling or transferring any
part thereof (recognizing that the Option is not transferable) in violation of applicable
federal and state securities laws; and (d) there being certain restrictions on transfer of the
Shares subject to the Option;
f. Optionee understands that the Shares subject to this Option, in addition to other
restrictions on transfer, must be held indefinitely unless subsequently registered under the
Act, or unless an exemption from registration is available; that [RULE], the usual exemption
from registration, is only available after the satisfaction of certain holding periods and in the
presence of a public market for the Shares; that there is no certainty that a public market for
the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant
to another exemption from registration which may be difficult to satisfy; and
g. Optionee understands that the certificate representing the Shares will bear a legend
prohibiting their transfer in the absence of their registration or the opinion of counsel for
the Company that registration is not required, and a legend prohibiting their transfer in
compliance with applicable state securities laws unless otherwise exempted.
5. Method of Payment
Payment of the purchase price shall be made by cash, check or, in the sole discretion of the Board at the
time of exercise, promissory notes or other Shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate purchase price of the Shares being purchased.
6. Restrictions on Exercise
291
This Option may not be exercised if the issuance of such Shares upon such exercise or the method of
payment of consideration for such Shares would constitute a violation of any applicable law or
regulation. As a condition to the exercise of this Option, the Company may require Optionee to make
any representation and warranty to the Company as may be required by any applicable law or regulation.
7. Termination of Status as an Employee
In the event of termination of Optionee's Continuous Status as an Employee for any reason other than
death or disability, Optionee may, but only within [NUMBER] days after the date of such termination
(but in no event later than the date of expiration of the term of this Option as set forth in Section 11
below), exercise this Option to the extent that Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise this Option at the date of such
termination, or if Optionee does not exercise this Option within the time specified herein, this Option
shall terminate.
8. Disability of Optionee
In the event of termination of Optionee's Continuous Status as an Employee as a result of Optionee's

disability, Optionee may, but only within [NUMBER] months from the date of termination of
employment (but in no event later than the date of expiration of the term of this Option as set forth in
Section 11 below), exercise this Option to the extent Optionee was entitled to exercise it at the date of
such termination; provided, however that if the disability is not total and permanent and the Optionee
exercises the option within the period provided above but more than three months after the date of
termination, this Option shall automatically be deemed to be a Non-statutory Stock Option and not an
Incentive Stock Option; and provided, further, that if the disability is total and permanent then the
Optionee may, but only within [NUMBER] year from the date of termination of employment (but in
no event later than the date of expiration of the term of this Option as set forth in Section 11 below),
exercise this Option to the extent Optionee was entitled to exercise it at the date of such termination.
To the extent that Optionee was not entitled to exercise this Option at the date of termination, or if
Optionee does not exercise such Option within the time periods specified herein, this Option shall
terminate.
9. Death of Optionee
In the event of the death of Optionee:
a. During the term of this Option while an Employee of the Company and having been in
Continuous Status as an Employee since the date of grant of this Option, this Option
may be exercised, at any time within [NUMBER] year following the date of death (but,
in case of an Incentive Stock Option, in no event later than the date of expiration of this
Option as set forth in Section 11 below), by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to the
292
OBJECTION MY LORD
extent of the right to exercise that had accrued at the time of death of the Optionee. To
the extent that such Employee was not entitled to exercise the Option at the date of
death, or if such Employee, estate or other person does not exercise such Option (which
such Employee, estate or person was entitled to exercise) within the [NUMBER] years
time period specified herein, the Option shall terminate; or
b. During the [NUMBER] day period specified in Section 7 or the [NUMBER] year
period specified in Section 8, after the termination of Optionee's Continuous Status as
an Employee, this Option may be exercised, at any time within [NUMBER] year
following the date of death (but, in the case of an Incentive Stock Option, in no event
later than the date of expiration of the term of this Option as set forth in Section 11
below), by Optionee's estate or by a person who acquired the right to exercise this
Option by bequest or inheritance, but only to the extent of the right to exercise that had
accrued at the date of termination. To the extent that such Employee was not entitled
to exercise this Option at the date of death, or if such Employee, estate or other person
does not exercise such Option (which such Employee, estate or person was entitled to
exercise) within the [NUMBER] year time period specified herein, this Option shall
terminate.
10. Non-Transferability of Option
This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee, only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.
11. Term of Option
This Option may not be exercised more than [Number of years] years from the date of grant of this
Option, and may be exercised during such term only in accordance with the Plan and terms of this
Option; provided, however, that the term of this option, if it is a Non-statutory Stock Option, may be
extended for the period set forth in Section 9(a) or Section 9(b) in the circumstances set forth in such
Sections.
12. Early Disposition of Stock; Taxation Upon Exercise of Option
If Optionee is an Employee and the Option qualifies as an ISO, Optionee understands that, if Optionee
disposes of any Shares received under this Option within [NUMBER] years after the date of this
Agreement or within [NUMBER] year after such Shares were transferred to Optionee, Optionee will
be treated for federal income tax purposes as having received ordinary income at the time of such
disposition in any amount generally measured as the difference between the price paid for the Shares
and the lower of the fair market value of the Shares at the date of exercise or the fair market value of the
293
Shares at the of disposition. Any gain recognized on such premature sale of the Shares in excess of the
amount treated as ordinary income will be characterized as capital gain. Optionee hereby agrees to notify
the Company in writing within [NUMBER] days after the date of any such disposition. Optionee
understands that if Optionee disposes of such Shares at any time after the expiration of such two-year
and one-year holding periods, any gain on such sale will be treated as long-term capital gain laws subject
to meeting various qualifications. If Optionee is a Consultant or this is a Non-statutory Stock Option,
Optionee understands that, upon exercise of this Option, Optionee will recognize income for tax
purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise
price. Upon a resale of such shares by the Optionee, any difference between the sale price and the fair
market value of the Shares on the date of exercise of the Option will be treated as capital gain or loss.
Optionee understands that the Company will be required to withhold tax from Optionee's current
compensation in some of the circumstances described above; to the extent that Optionee's current
compensation is insufficient to satisfy the withholding tax liability, the Company may require the
Optionee to make a cash payment to cover such liability as a condition to exercise of this Option.
13. Tax Consequences
The Optionee understands that any of the foregoing references to taxation are based on federal income
tax laws and regulations now in effect, and may not be applicable to the Optionee under certain
circumstances. The Optionee may also have adverse tax consequences under state or local law. The
Optionee has reviewed with the Optionee's own tax advisors the federal, state, local and foreign tax
consequences of the transactions contemplated by this Agreement. The Optionee is relying solely on
such advisors and not on any statements or representations of the Company or any of its agents. The
Optionee understands that the Optionee (and not the Company) shall be responsible for the Optionee's
own tax liability that may arise as a result of the transactions contemplated by this Agreement.
14. Severability; Construction
In the event that any provision in this Option shall be invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the
remaining provisions of this Option. This Option shall be construed as to its fair meaning and not for
or against either party.
15. Damages
The parties agree that any violation of this Option (other than a default in the payment of money)
cannot be compensated for by damages, and any aggrieved party shall have the right, and is hereby
granted the privilege, of obtaining specific performance of this Option in any court of competent
jurisdiction in the event of any breach hereunder.
16. Governing Law
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OBJECTION MY LORD
This Option shall be deemed to be made under and governed by and construed in accordance with the
laws of the State of [State]. Jurisdiction for any disputes hereunder shall be solely in [City], [State].
17. Delay
No delay or failure on the part of the Company or the Optionee in the exercise of any right, power or
remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any
right, power or remedy preclude other or further exercise thereof, or the exercise of any other right,
power or remedy.
18. Restrictions
Notwithstanding anything herein to the contrary, Optionee understands and agrees that Optionee shall
not dispose of any of the Shares, whether by sale, exchange, assignment, transfer, gift, devise, bequest,
mortgage, pledge, encumbrance or otherwise, except in accordance with the terms and conditions of
this Section 18, and Optionee shall not take or omit any action which will impair the absolute and
unrestricted right, power, authority and capacity of Optionee to sell Shares in accordance with the terms
and conditions hereof.
Any purported transfer of Shares by Optionee that violates any provision of this Section 18 shall be
wholly void and ineffectual and shall give to the Company or its designee the right to purchase from
Optionee all but not less than all of the Shares then owned by Optionee for a period of [NUMBER]
days from the date the Company first learns of the purported transfer at the Agreement Price and on
the Agreement Terms. If the Shares are not purchased by the Company or its designee, the purported
transfer thereof shall remain void and ineffectual and they shall continue to be subject to this
Agreement.
The Company shall not cause or permit the transfer of any Shares to be made on its books except in
accordance with the terms hereof.
a. 1) Permitted Transfers
i. Optionee may sell, assign or transfer any Shares held by the Optionee but only by
complying with the provisions of subsection (b)(1) of this Section 18.
ii. Optionee may sell, assign or transfer any Shares held by the Optionee without
complying with the provisions of subsection (b)(1) by obtaining the prior written
consent of the Company's shareholders owning [%] of the then issued and
outstanding shares of the Company's Common Stock (determined on a fully
diluted basis) or a majority of the members of the Board of Directors of the
Company, provided that the transferee agrees in writing to be bound by the
295
provisions of this Option and the transfer is made in accordance with any other
restrictions or conditions contained in the written consent and in accordance with
applicable federal and state securities laws.
iii. Upon the death of Optionee, Shares held by the Optionee may be transferred to the
personal representative of the Optionee's estate without complying with the
provisions of subsection (b)(1). Shares so transferred shall be subject to the other
provisions of this Option, including in particular subsection (b)(2).
a. 2) No Pledge
Unless a majority of the members of the Board of Directors consent, Shares may not be pledged,
mortgaged or otherwise encumbered to secure indebtedness for money borrowed or any other
obligation for which the Optionee is primarily or secondarily liable.
a. 3) Stock Certificate Legend
Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed
or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face
thereof, one or both of the following legend:
i. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE

BEEN ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF REGISTRATION
THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH
SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR
OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE
STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A
MAJORITY OF THE MEMBERS OF THE BOARD OF
DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT
PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER
ENCUMBRANCE OF SUCH SHARES TO SECURE ANY
OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR
OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING
OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE
SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN
IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK
OPTION AGREEMENT, AND ANY ACQUISITION OR
296
OBJECTION MY LORD
PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE

SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF
THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS ©
C
THEREIN SET FORTH.
o
ii. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER p
OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO y
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT r
THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER i
OF CORPORATIONS OF THE STATE OF [STATE/PROVINCE], g
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. h
t
b. 1) Sales of Shares E
i. Company's Right of First Refusal. In the event that the Optionee shall desire to sell, n
assign or transfer any Shares held by the Optionee to any other person (the "Offered v
Shares") and shall be in receipt of a bona fide offer to purchase the Offered Shares i
("Offer"), the following procedure shall apply. The Optionee shall give to the s
Company written notice containing the terms and conditions of the Offer, i
including, but not limited to (a) the number of Offered Shares; (b) the price per o
Share; (c) the method of payment; and (d) the name(s) of the proposed purchaser(s). n
C
An offer shall not be deemed bona fide unless the Optionee has informed the prospective purchaser of o
the Optionee's obligation under this Option and the prospective purchaser has agreed to become a party r
hereunder and to be bound hereby. The Company is entitled to take such steps as it reasonably may p
deem necessary to determine the validity and bona fide nature of the Offer. o
r
Until [NUMBER] days after such notice is given, the Company or its designee shall have the right to
a
purchase all of the Offered Shares at the price offered by the prospective purchaser and specified in such
t
notice. Such purchase shall be on the Agreement Terms, as defined in subsection (b)(4).
i
ii. Failure of Company or its Designee to Purchase Offered Shares. If all of the Offered o
Shares are not purchased by the Company and/or its designee within the n
[NUMBER]-day period granted for such purchases, then any remaining Offered .
Shares may be sold, assigned or transferred pursuant to the Offer; provided, that the 2
Offered Shares are so transferred within [NUMBER] days of the expiration of the 0
[NUMBER]-day period to the person or persons named in, and under the terms 0
and conditions of, the bona fide Offer described in the notice to the Company; and 2
provided further, that such persons agree to execute and deliver to the Company a .
A
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297 l
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written agreement, in form and content satisfactory to the Company, agreeing to be

bound by the terms and conditions of this Option.
b. 2) Manner of Exercise
Any right to purchase hereunder shall be exercised by giving written notice of election to the Optionee,
the Optionee's personal representative or any other selling person, as the case may be, prior to the
expiration of such right to purchase.
b. 3) Agreement Price
The "Agreement Price" shall be the higher of (A) the fair market value of the Shares to be purchased
determined in good faith by the Board of Directors of the Company and (B) the original exercise price
of the Shares to be purchased.
b. 4) Agreement Terms
"Agreement Terms" shall mean and include the following:
i. Delivery of Shares and Closing Date. At the closing, the Optionee, the Optionee's
personal representative or such other selling person, as the case may be, shall deliver
certificates representing the Shares, properly endorsed for transfer, and with the
necessary documentary and transfer tax stamps, if any, affixed, to the purchaser of
such Shares. Payment of the purchase price therefore shall concurrently be made to
the Optionee, the Optionee's personal representative or such other selling person, as
provided in subsection (ii) of this subsection (b)(4). Such delivery and payment shall
be made at the principal office of the Company or at such other place as the parties
mutually agree.
ii. Payment of Purchase Price. The Company shall pay the purchase price to the
Optionee at the closing.
b. 5) Right to Purchase Upon Certain Other Events
The Company or its designee shall have the right to purchase all, but not less than all, of the Shares held
by the Optionee at the Agreement Price and on the Agreement Terms for a period of [NUMBER] days
after any of the following events:
i. an attempt by a creditor to levy upon or sell any of the Optionee's Shares;
ii. the filing of a petition by the Optionee under the [COUNTRY] Bankruptcy Code
or any insolvency laws;
298
OBJECTION MY LORD
iii. the filing of a petition against Optionee under any insolvency or bankruptcy laws
by any creditor of the Optionee if such petition is not dismissed within
[NUMBER] days of filing;
iv. the entry of a decree of divorce between the Optionee and the Optionee's spouse; or
v. If Optionee is an employee of the Company, upon the termination of Optionee's
services as an employee.
The Optionee shall provide the Company written notice of the occurrence of any such event within
[NUMBER] days of such event.
c. 1) Termination
The provisions of this Section 18 shall terminate and all rights of each such party hereunder shall cease
except for those which shall have theretofore accrued upon the occurrence of any of the following
events:
i. cessation of the Company's business;
ii. bankruptcy, receivership or dissolution of the Company;
iii. ownership of all of the issued and outstanding shares of the Company by a single
shareholder of the Company;
iv. written consent or agreement of the shareholders of the Company holding 50% of
the then issued and outstanding shares of the Company;
v. consent or agreement of a majority of the members of the Board of Directors of the

Company; or
vi. registration of any class of equity securities of the Company pursuant to

Section [NUMBER] of the [ACT], as amended.
c. 2) Amendment
This Section 18 may be modified or amended in whole or in part by a written instrument signed by
shareholders of the Company holding [%] of the outstanding shares of Common Stock or a majority of
the members of the Board of Directors of the Company.
19. Market Standoff
Unless the Board of Directors otherwise consents, Optionee agrees hereby not to sell or otherwise
transfer any Shares or other securities of the Company during the [NUMBER]-day period following
the effective date of a registration statement of the Company filed under the Act; provided, however,
299
that such restriction shall apply only to the first two registration statements of the Company to become
effective under the Act which includes securities to be sold on behalf of the Company to the public in
an underwritten public offering under the Act. The Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such [NUMBER]-day
period.
20. Complete Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter,
and supersedes all other prior or contemporaneous agreements and understandings both oral or written;
subject, however, that in the event of any conflict between this Agreement and the Plan, the Plan shall
govern. This Agreement may only be amended in a writing signed by the Company and the Optionee.
21. Privileges of Stock Ownership
Participant shall not have any of the rights of a shareholder with respect to any Shares until Optionee
exercises the Option and pay the Exercise Price.
22. Notices
Any notice required to be given or delivered to the Company under the terms of this Agreement shall
be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices.
Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated above or to such other address as such party may designate in writing from time
to tome to the Company. All notices shall be deemed to have been given or delivered upon: personal
delivery; [NUMBER] days after deposit in the [COUNTRY] mail by certified or registered mail (return
receipt requested); [NUMBER] business day after deposit with any return receipt express courier
(prepaid); or [NUMBER] business day after transmission by fax.
DATE OF GRANT: [DATE]
[NAME OF CORPORATION]
NAME AND TITLE
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES

PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS
AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
300
OBJECTION MY LORD
OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY

REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY
TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan, represents that Optionee is familiar with the terms
and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof.
Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all provisions of this Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Board or of the Committee upon any questions arising under the Plan.
Dated: [DATE]
OPTIONEE
301
C ONSENT OF S POUSE
The undersigned spouse of the Optionee to the foregoing Stock Option Agreement acknowledges on
his or her own behalf that: I have read the foregoing Stock Option Agreement and I know its contents.
I hereby consent to and approve of the provisions of the Stock Option Agreement, and agree that the
Shares issued upon exercise of the options covered thereby and my interest in them are subject to the
provisions of the Stock Option Agreement and that I will take no action at any time to hinder operation
of the Stock Option Agreement on those Shares or my interest in them.
NAME OF SPOUSE
[Address], [City], [State], [Zip]
(SEAL)
302
©
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OBJECTION MY LORD o
p
STOCK PURCHASE AGREEMENT y
r
This Stock Purchase Agreement (the “Agreement”) is made and effective [DATE] i
g
BETWEEN: [SELLER NAME] (the "Seller"), an individual / a corporation organized and existing h
AND: [PURCHASER NAME] (the "Purchaser"), an individual / a corporation organized and E
v
RECITALS i
s
WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital
i
stock of the Corporation, a [STATE/PROVINCE] corporation, which Corporation has issued capital
o
stock of [NUMBER] shares of [AMOUNT] par value common stock; and n
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon C
the terms and subject to the conditions hereinafter set forth; o
r
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this p
Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock o
aforementioned, it is hereby agreed as follows: r
a
1. PURCHASE AND SALE
t
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated i
hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such o
stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the n
purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall .
be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in 2
blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary 0
documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the 0
transactions contemplated by this Agreement ("Closing"), shall be held at [ADDRESS], on [DATE], at 2
.
[TIME], or such other place, date and time as the parties hereto may otherwise agree. A
l
2. AMOUNT AND PAYMENT OF PURCHASE PRICE
l
The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto r
and made a part hereof. i
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3. REPRESENTATIONS AND WARRANTIES OF SELLER h
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Seller hereby warrants and represents:
A. Organization and Standing. Corporation is a corporation duly organized, validly existing

and in good standing under the laws of the State of [STATE/PROVINCE] and has the
corporate power and authority to carry on its business as it is now being conducted.
B. Restrictions on Stock:
i. The Seller is not a party to any agreement, written or oral, creating rights in respect
to the Corporation's Stock in any third person or relating to the voting of the
Corporation's Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens,
encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements,redemption

agreements, restrictions of any nature, calls or rights to subscribe of any character
relating to the stock, nor are there any securities convertible into such stock.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller,
Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto
for a brokerage commission, finder's fee, or other like payment in connection with the transactions
contemplated hereby.
5. Entire Agreement
This Agreement (including the exhibits hereto and any written amendments hereof executed by the
parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter hereof.
6. Sections and Other Headings
The section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
7. Governing Law
This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of [STATE/PROVINCE]. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court located in
[STATE/PROVINCE].
8. ATTORNEY’S FEES
304
OBJECTION MY LORD
In the event that litigation results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto
on the date first above written.
ATTORNEY CLIENT
_________________ _________________
_________________ _________________
305
EXHIBIT "A" AMOUNT AND PAYMENT OF

PURCHASE PRICE
1. Consideratio
As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement,
the Purchaser shall pay to the Seller the sum of [AMOUNT], such total consideration to be referred to
in this Agreement as the "Purchase Price".
2. Payment
The Purchase Price shall be paid as follows:
i. The sum of [AMOUNT] to be delivered to Seller upon the execution of this

Agreement.
ii. The sum of [AMOUNT] to be delivered to Seller at Closing.
306
©
C
OBJECTION MY LORD o
p
STOCK SUBSCRIPTION AGREEMENT y
r
This Stock Subscription Agreement (the “Agreement”) is made and effective [DATE] i
g
h
BETWEEN: [PURCHASER NAME] (the "Purchaser"), an individual having his principal place of t
living located at / a corporation organized and existing under the laws of the [STATE/PROVINCE], E
with its head office located at: n
v
AND: [COMPANY NAME] (the “Company"), a corporation organized and existing under the laws i
of the [STATE/PROVINCE], with its head office located at: s
i
RECITALS
o
The undersigned hereby offers to subscribe for [number] of shares of Common Stock (the “Shares”) of n
the Company at a price of [PRICE] per Share. C
o
By execution of this Subscription Agreement, the undersigned hereby acknowledges that the r
undersigned understands that the Company is relying upon the accuracy and completeness hereof in p
complying with its obligations under applicable federal and state securities laws. The undersigned o
further acknowledges and certifies that the undersigned received and read the Private Placement r
Memorandum of the Company dated [DATE] and any supplements thereto (the “Private Placement a
Memorandum”), and the undersigned is familiar with the terms and provisions thereof. t
i
The undersigned agrees and represents as follows:
o
1. Representations, Warranties and Agreements n
.
The undersigned hereby represents and warrants to, and agrees with, the Company, as follows: 2
0
That the undersigned is aware of the following:
0
A. The Shares are speculative investments which involve a substantial degree of risk of loss by 2
the undersigned of the undersigned's entire investment in the Company and that the .
undersigned understands and takes full cognizance of the risk factors related to the purchase A
of the Shares, including, but not limited to those set forth in the Private Placement l
Memorandum; l
r
B. The Company is newly formed and has been operating at a loss and may do so for the i
foreseeable future. g
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C. There are significant restrictions on the transferability of the Shares; the Shares will not be,
and the investors will have no rights to require that the Shares be registered under the
[CODE, ACT OR LAW] (the “Law”) or any state securities laws; there is no public market ©
for the Shares and none is expected to develop; and, accordingly, it may not be possible for C
the undersigned to liquidate the undersigned's investment in the Company; o
p
D. No federal or state agency has made any findings as to the fairness of the terms of the
y
offering; and
r
E. Any projections or predictions that may have been made available to investors are based on i
estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is g
given that actual results will correspond with the results contemplated by the various h
projections; t
E
F. That at no time has it been explicitly or implicitly represented, guaranteed or warranted to n
the undersigned by the Company, the agents and employees of the Company, or any other v
person: (1) That the undersigned will or will not have to remain as owner of the Shares an i
exact or approximate length of time; (2) That a percentage of profit and/or amount or type s
of consideration will be realized as a result of this investment; (3) That any cash dividends i
from Company operations or otherwise will be made to shareholders by any specific date or o
will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment n
in the Company; C
o
G. That the undersigned is financially responsible, able to meet all obligations hereunder, and
r
acknowledges that this investment will be long-term and is by nature speculative;
p
H. That the undersigned has received and carefully read and is familiar with the Private o
Placement Memorandum, this Subscription Agreement, and all other documents in r
connection therewith, and the undersigned confirms that all documents, records and books a
pertaining to the investment in the Company have been made available to the undersigned t
and/or to the undersigned's personal investment, tax and legal advisers, if such advisers were i
utilized by the undersigned; o
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I. That the undersigned has relied only on the information contained in the Private Placement .
Memorandum and that no written or oral representation or information that is in any way 2
inconsistent with the Private Placement Memorandum and has been made or furnished to 0
the undersigned or to the undersigned's purchaser representative in connection with the 0
offering of the Shares, and if so made, has not been relied upon; 2
J. That the undersigned is capable of bearing the high degree of economic risks and burdens .
of this venture including, but not limited to, the possibility of complete loss of investment A
l
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308 i
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OBJECTION MY LORD
and the lack of a public market which may make it impossible to readily liquidate the
investment whenever desired;
K. That the undersigned is an “accredited investor” as that term is defined in Regulation D

under the Act or is otherwise a sophisticated, knowledgeable investor (either alone or with
the aid of a purchaser representative) with adequate net worth and income for this
investment;
L. That the undersigned has knowledge and experience in financial and business matters
(either alone or with the aid of a purchaser representative), is capable of evaluating the merits
and risks of an investment in the Company and its proposed activities and has carefully
considered the suitability of an investment in the Company for the undersigned's particular
financial situation, and has determined that the Shares are a suitable investment;
M. That the offer to sell Shares was communicated to the undersigned by the Company in such
a manner that the undersigned was able to ask questions of and receive answers from the
Company concerning the terms and conditions of this transaction and that at no time was
the undersigned presented with or solicited by any leaflet, public promotional meeting,
newspaper or magazine article, radio or television advertisement or any other form of
advertising or general solicitation;
N. That the Shares for which the undersigned hereby subscribes are being acquired solely for
the undersigned's own account, for investment, and are not being purchased with a view to
or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned
agrees that such Shares will not be sold without registration under the Act or an exemption
therefrom. In furtherance thereof, the undersigned will not sell, hypothecate or otherwise
transfer the undersigned's Shares unless the Shares are registered under the Act and qualified
under applicable state securities laws or unless, in the opinion of the Company, an
exemption from the registration requirements of the Act and such laws is available;
O. That the undersigned has had prior personal or business relationships with the Company or
its affiliates, or by reason of the undersigned's business or financial experience (either alone
or with the aid of a purchaser representative), the undersigned has the capacity to protect
the undersigned's own interest in connection with this transaction;
P. That the undersigned has been advised to consult with the undersigned's own attorney
regarding legal matters concerning an investment in the Company and has done so to the
extent the undersigned considers necessary;
Q. That the undersigned certifies, under penalty of perjury, (i) that the social security or Tax
Identification Number set forth herein is time, correct and complete, and (ii) that the
309
undersigned is not subject to backup withholding either because the undersigned has not
been notified that the undersigned is subject to backup withholding as a result of a failure
to report all interest or dividends, or the Internal Revenue Service has notified the
undersigned that the undersigned is no longer subject to backup withholding; and
R. That the undersigned acknowledges that the Private Placement Memorandum reflects the
Company's current intentions and estimates at the time, as with any developing company,
the precise elements of the Company's plans can be expected to change from time to time.
2. Indemnification
The undersigned shall indemnify, defend and hold harmless the Company, and any officers, employees,
shareholders, partners, agents, directors or controlling persons of the Company (collectively the
“Indemnified Parties” and individually an “Indemnified Party”) who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party
(including attorneys' fees, judgments, fines and amounts paid in settlement, payable as incurred)
incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by
reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or
state facts made by the undersigned, including, without limitation, the information in this Subscription
Agreement, or (ii) litigation or other proceeding brought by the undersigned against one or more
Indemnified Party wherein the Indemnified Party is the prevailing party.
3. Entity Investors
If the undersigned is an entity, trust, pension fund or IRA account (an “Entity”), the Entity and the
person signing on its behalf represent and warrant that: (i) such Entity is an existing entity, and has not
been organized or reorganized for the purpose of making this investment, (ii) the undersigned has the
authority to execute this Subscription Agreement, and any other documents in connection with an
investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to
invest in the Shares and enter into the transactions contemplated thereby, and that the investment is
suitable and appropriate for the Entity and its beneficiaries (given the risks and illiquid nature of the
investment) and (iv) all documents executed by the entity in connection with the Company are valid
and binding documents or agreements of the Entity enforceable in accordance with their terms.
4. Revocation
The undersigned agrees that the undersigned may not cancel, terminate or revoke the offer to subscribe
for shares for a period of [NUMBER] days or any agreement hereunder at any time and that this
Agreement shall survive the death or disability of the undersigned and shall be binding upon the
undersigned's heirs, executors, administrators, beneficiaries, successors and assigns.
5. Certain Securities Law Matters
310
OBJECTION MY LORD
A. The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the
conditions specified in this Section 5, which conditions are intended to ensure compliance
with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee,
transferee or pledgee of the Shares held by the undersigned to agree to take and hold such
securities subject to the provisions and conditions of this Section 5.
B. Each certificate representing (i) the Shares and (ii) any other securities issued in respect of
the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be
stamped or otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE [ACT, LAW OR
CODE]. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING
THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
C. The undersigned consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Shares in order to implement the restrictions on
transfer established in this Section 5.
D. The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior
to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a
registration statement under the Act covering the proposed transfer, the undersigned
thereof shall give written notice to the Company of the undersigned's intention to effect
such transfer, sale, assignment or pledge. Each such notice shall describe the manner and
circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and
shall be accompanied, at the undersigned's expense evidence satisfactory to the Company
the effect that the proposed transfer of the Shares may be effected without registration under
the Act or applicable state securities law.
311
6. Investor Information
The Company may only accept subscriptions from persons who meet certain suitability standards.
Therefore, certain information is requested below.
Name:
Age:
Social Security Number:
Home Address:
Home Telephone Number:
Firm Name:
Nature of Business:
Position/Title:
Length of Time in Position:
Business Address:
Zip Code: Telephone Number:
Send Correspondence to: Home Business
List any business or professional education, indicating degrees received, if any:
My net worth (together with my spouse’s net worth), is in excess of $_________
For [YEAR] and [YEAR] my actual and for [YEAR] my estimated annual gross income was or is:
[YEAR]: $_________ [YEAR]: $_________ [YEAR]: $_________
Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience:
Name of Program 1.
Or Company 2.
3.
Amount Invested 1.
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OBJECTION MY LORD
2.
3.
In which state do you currently maintain your primary residence?
Maintain your secondary residence?
Vote?
File income tax returns?
Maintain a driver’s license?
In furnishing the above information, I acknowledge that the Company will be relying thereon in
determining, among other things, whether there are reasonable grounds to believe that I qualify as a
purchaser under applicable securities laws for the purposes of the proposed investment.
7. WRITTEN NOTICES
All notices or other communications given or made hereunder shall be in writing and shall be delivered
or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at
the address set forth on the instructions page hereof and to the undersigned at the address set forth on
the signature page hereof.
8. GOVERNING LAW
[STATE/PROVINCE], without reference to conflict of law principles.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes any prior or contemporaneous understandings, representations,
warranties or agreements (whether oral or written) and may be amended only by a writing executed by
all parties.
10. ACCEPTATION
The undersigned acknowledges that the Company may, in its sole and absolute discretion, accept or
reject this subscription offer in whole or in part.
11. Certification
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The undersigned represents to you that (i) the information contained herein is complete and accurate
on the date hereof and may be relied upon by you and (ii) the undersigned will notify you immediately
of any change in any of such information occurring prior to the acceptance of the subscription and will
promptly send you written confirmation of such change. The undersigned hereby certifies that he has
read and understands the Private Placement Memorandum and this Subscription Agreement.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE [ACT, CODE OR LAW],
AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN
EXEMPTION THEREFROM IS AVAILABLE.
written.
COMPANY PURCHASER
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OBJECTION MY LORD o
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THE MATERIALS CONTAINED HEREIN ARE NOT AN OFFER TO SELL OR A y
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. OFFERS FOR SALE OF r
SECURITIES OF THE COMPANY MAY BE MADE ONLY THROUGH THE PRIVATE i
PLACEMENT MEMORANDUM TO QUALIFIED PERSONS OR ENTITIES. g
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OBJECTION MY LORD C
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I NSTRUCTIONS FOR S UBSCRIPTIONS . y
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This Subscription Package for shares of Common Stock (the "Shares") of [name of company] (the t
"Company") contains the following documents: E
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1. SUBSCRIPTION AGREEMENT i
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2. CONFIDENTIAL STATEMENT OF INVESTOR SUITABILITY i
3. SIGNATURE PAGE o
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4. RIGHT OF FIRST REFUSAL AGREEMENT C
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1. All investors must review the Subscription Agreement. p
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2. All investors must complete the Confidential Statement of Investor Suitability.
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3. The Signature Page, representing the signature page for the Subscription Agreement and the n
Confidential Statement of Investor Suitability, must be completed and executed by each person .
purchasing Shares. 2
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4. All investors and their spouses must execute the Right of First Refusal Agreement. 2
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5. Any persons employing a purchaser representative must have him or her complete a Purchaser l
Representative Questionnaire (separately available from the Company), and the investor must l
execute the Acknowledgement at the end of that form. r
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6. All subscriptions must be accompanied by a check in the amount of [AMOUNT] per Share.
The check must be payable to the Company.
WHERE TO SEND DOCUMENTS:
All of the appropriate documents should be delivered to the Company at the address shown below.
Please keep one copy for your files. Any questions concerning the completion or delivery of the
documents contained in this Subscription Package may be directed to [name and title of person] at
[telephone number].
Failure to comply with the above will constitute an invalid subscription and, if not correct, may result
in the rejection of your subscription request. Time is of the essence.
ALL INFORMATION REQUESTED MUST BE

COMPLETED
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OBJECTION MY LORD
STOCK SUBSCRIPTION AGREEMENT

This Stock Subscription Agreement (the “Agreement”) is made and effective [DATE]
BETWEEN: [PURCHASER NAME] (the "Purchaser"), an individual having his principal place of
living located at / a corporation organized and existing under the laws of the [STATE/PROVINCE],
with its head office located at:
AND: [COMPANY NAME] (the “Company"), a corporation organized and existing under the laws
RECITALS
The undersigned hereby offers to subscribe for [number] of shares of Common Stock (the “Shares”) of
the Company at a price of [PRICE] per Share.
By execution of this Subscription Agreement, the undersigned hereby acknowledges that the
undersigned understands that the Company is relying upon the accuracy and completeness hereof in
complying with its obligations under applicable federal and state securities laws. The undersigned
further acknowledges and certifies that the undersigned received and read the Private Placement
Memorandum of the Company dated [DATE] and any supplements thereto (the “Private Placement
Memorandum”), and the undersigned is familiar with the terms and provisions thereof.
The undersigned agrees and represents as follows:
12. Representations, Warranties and Agreements
The undersigned hereby represents and warrants to, and agrees with, the Company, as follows:
That the undersigned is aware of the following:
A. The Shares are speculative investments which involve a substantial degree of risk of loss by
the undersigned of the undersigned's entire investment in the Company and that the
undersigned understands and takes full cognizance of the risk factors related to the purchase
of the Shares, including, but not limited to those set forth in the Private Placement
Memorandum;
B. The Company is newly formed and has been operating at a loss and may do so for the
foreseeable future.
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C. There are significant restrictions on the transferability of the Shares; the Shares will not be,
and the investors will have no rights to require that the Shares be registered under the
[CODE, ACT OR LAW] (the “Law”) or any state securities laws; there is no public market
for the Shares and none is expected to develop; and, accordingly, it may not be possible for
the undersigned to liquidate the undersigned's investment in the Company;
D. No federal or state agency has made any findings as to the fairness of the terms of the
offering; and
E. Any projections or predictions that may have been made available to investors are based on
estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is
given that actual results will correspond with the results contemplated by the various
projections;
F. That at no time has it been explicitly or implicitly represented, guaranteed or warranted to

the undersigned by the Company, the agents and employees of the Company, or any other
person: (1) That the undersigned will or will not have to remain as owner of the Shares an
exact or approximate length of time; (2) That a percentage of profit and/or amount or type
of consideration will be realized as a result of this investment; (3) That any cash dividends
from Company operations or otherwise will be made to shareholders by any specific date or
will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment
in the Company;
G. That the undersigned is financially responsible, able to meet all obligations hereunder, and
acknowledges that this investment will be long-term and is by nature speculative;
H. That the undersigned has received and carefully read and is familiar with the Private
Placement Memorandum, this Subscription Agreement, and all other documents in
connection therewith, and the undersigned confirms that all documents, records and books
pertaining to the investment in the Company have been made available to the undersigned
and/or to the undersigned's personal investment, tax and legal advisers, if such advisers were
utilized by the undersigned;
I. That the undersigned has relied only on the information contained in the Private Placement
Memorandum and that no written or oral representation or information that is in any way
inconsistent with the Private Placement Memorandum and has been made or furnished to
the undersigned or to the undersigned's purchaser representative in connection with the
offering of the Shares, and if so made, has not been relied upon;
J. That the undersigned is capable of bearing the high degree of economic risks and burdens
of this venture including, but not limited to, the possibility of complete loss of investment
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OBJECTION MY LORD
and the lack of a public market which may make it impossible to readily liquidate the
investment whenever desired;
K. That the undersigned is an “accredited investor” as that term is defined in Regulation D

under the Act or is otherwise a sophisticated, knowledgeable investor (either alone or with
the aid of a purchaser representative) with adequate net worth and income for this
investment;
L. That the undersigned has knowledge and experience in financial and business matters
(either alone or with the aid of a purchaser representative), is capable of evaluating the merits
and risks of an investment in the Company and its proposed activities and has carefully
considered the suitability of an investment in the Company for the undersigned's particular
financial situation, and has determined that the Shares are a suitable investment;
M. That the offer to sell Shares was communicated to the undersigned by the Company in such
a manner that the undersigned was able to ask questions of and receive answers from the
Company concerning the terms and conditions of this transaction and that at no time was ©
the undersigned presented with or solicited by any leaflet, public promotional meeting, C
newspaper or magazine article, radio or television advertisement or any other form of o
advertising or general solicitation; p
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N. That the Shares for which the undersigned hereby subscribes are being acquired solely for i
the undersigned's own account, for investment, and are not being purchased with a view to g
or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned h
agrees that such Shares will not be sold without registration under the Act or an exemption t
therefrom. In furtherance thereof, the undersigned will not sell, hypothecate or otherwise E
transfer the undersigned's Shares unless the Shares are registered under the Act and qualified n
under applicable state securities laws or unless, in the opinion of the Company, an v
exemption from the registration requirements of the Act and such laws is available; i
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O. That the undersigned has had prior personal or business relationships with the Company or
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its affiliates, or by reason of the undersigned's business or financial experience (either alone
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or with the aid of a purchaser representative), the undersigned has the capacity to protect
the undersigned's own interest in connection with this transaction;
P. That the undersigned has been advised to consult with the undersigned's own attorney
regarding legal matters concerning an investment in the Company and has done so to the
extent the undersigned considers necessary;
Q. That the undersigned certifies, under penalty of perjury, (i) that the social security or Tax
Identification Number set forth herein is time, correct and complete, and (ii) that the
undersigned is not subject to backup withholding either because the undersigned has not
been notified that the undersigned is subject to backup withholding as a result of a failure
to report all interest or dividends, or the Internal Revenue Service has notified the
undersigned that the undersigned is no longer subject to backup withholding; and
R. That the undersigned acknowledges that the Private Placement Memorandum reflects the
Company's current intentions and estimates at the time, as with any developing company,
the precise elements of the Company's plans can be expected to change from time to time.
13. Indemnification
The undersigned shall indemnify, defend and hold harmless the Company, and any officers, employees,
shareholders, partners, agents, directors or controlling persons of the Company (collectively the
“Indemnified Parties” and individually an “Indemnified Party”) who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party
(including attorneys' fees, judgments, fines and amounts paid in settlement, payable as incurred)
incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by
reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or
state facts made by the undersigned, including, without limitation, the information in this Subscription
Agreement, or (ii) litigation or other proceeding brought by the undersigned against one or more
Indemnified Party wherein the Indemnified Party is the prevailing party.
14. Entity Investors
If the undersigned is an entity, trust, pension fund or IRA account (an “Entity”), the Entity and the
person signing on its behalf represent and warrant that: (i) such Entity is an existing entity, and has not
been organized or reorganized for the purpose of making this investment, (ii) the undersigned has the
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OBJECTION MY LORD
authority to execute this Subscription Agreement, and any other documents in connection with an
investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to
invest in the Shares and enter into the transactions contemplated thereby, and that the investment is
suitable and appropriate for the Entity and its beneficiaries (given the risks and illiquid nature of the
investment) and (iv) all documents executed by the entity in connection with the Company are valid
and binding documents or agreements of the Entity enforceable in accordance with their terms.
15. Revocation
The undersigned agrees that the undersigned may not cancel, terminate or revoke the offer to subscribe
for shares for a period of [NUMBER] days or any agreement hereunder at any time and that this
Agreement shall survive the death or disability of the undersigned and shall be binding upon the
undersigned's heirs, executors, administrators, beneficiaries, successors and assigns.
16. Certain Securities Law Matters
A. The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the
conditions specified in this Section 5, which conditions are intended to ensure compliance
with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee,
transferee or pledgee of the Shares held by the undersigned to agree to take and hold such
securities subject to the provisions and conditions of this Section 5.
B. Each certificate representing (i) the Shares and (ii) any other securities issued in respect of
the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be
stamped or otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE [ACT, LAW OR
CODE]. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING
THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
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OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE

PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
C. The undersigned consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Shares in order to implement the restrictions on
transfer established in this Section 5.
D. The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior
to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a
registration statement under the Act covering the proposed transfer, the undersigned
thereof shall give written notice to the Company of the undersigned's intention to effect
such transfer, sale, assignment or pledge. Each such notice shall describe the manner and
circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and
shall be accompanied, at the undersigned's expense evidence satisfactory to the Company
the effect that the proposed transfer of the Shares may be effected without registration under
the Act or applicable state securities law.
17. WRITTEN NOTICES
All notices or other communications given or made hereunder shall be in writing and shall be delivered
or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at
the address set forth on the instructions page hereof and to the undersigned at the address set forth on
the signature page hereof.
18. GOVERNING LAW
[STATE/PROVINCE], without reference to conflict of law principles.
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes any prior or contemporaneous understandings, representations,
warranties or agreements (whether oral or written) and may be amended only by a writing executed by
all parties.
20. ACCEPTATION
The undersigned acknowledges that the Company may, in its sole and absolute discretion, accept or
reject this subscription offer in whole or in part.
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OBJECTION MY LORD
21. Certification
The undersigned represents to you that (i) the information contained herein is complete and accurate
on the date hereof and may be relied upon by you and (ii) the undersigned will notify you immediately
of any change in any of such information occurring prior to the acceptance of the subscription and will
promptly send you written confirmation of such change. The undersigned hereby certifies that he has
read and understands the Private Placement Memorandum and this Subscription Agreement.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE [ACT, CODE OR LAW],
AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN
EXEMPTION THEREFROM IS AVAILABLE.
written.
COMPANY PURCHASER
325
CONFIDENTIAL STATEMENT OF INVESTOR

SUITABILITY
In order to comply with the requirements of federal and state securities laws, shares of the Company
may be sold only to persons or entities meeting the suitability standards established by the Company.
The purpose of this Statement is to obtain information from each prospective investor relating to the
investor's knowledge and experience in financial and business matters and to the investor's ability to bear
the economic risks of the proposed investment. Such information is required in order to determine
whether or not the suitability standards have been met by the prospective investor. Please answer
questions concerning prior business and financial experience and investment decision-making in detail.
By signing this Statement, you agree that it may be shown to such authorized persons as the Company
may deem appropriate to establish that the offer and/or sale of this investment in the Company will not
result in any violation of any laws or regulations of any jurisdiction.
A separate Statement must be completed for each co-owner of Shares, except that spouses may complete
a joint Statement.
You make the following representations with the intent that they may be relied upon by the Company
and other persons designated by the Company.
I. BIOGRAPHICAL INFORMATION (If Joint Subscriber, provide information for both.)
A. Name(s): Birth date
(Print) Birth date (Print)
B. State of Residency:
C. Employer or business association and position:
D. Business address and telephone no.:
E. Business and/or professional education and degrees:
School Location Degree Year Recorded
E. Employment during the past five years:
Employer Position and or other nature ofAssociation

responsibility From To
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OBJECTION MY LORD
(Attach additional sheets if necessary to fully answer any question.)
II. ACCREDITED INVESTOR STATUS
Please check or initial all that apply:
 The investor is a natural person whose net worth, or joint net worth with spouse, at the time
of purchase, exceeds $1,000,000 (including the value of home, home furnishings and
automobiles).
 The investor is a natural person whose individual gross income (excluding that of spouse)
exceeded $200,000 in the last two calendar years, and who reasonably expects individual
gross income exceeding $200,000 in the current calendar year; or for such periods, the
combined income of the investor with spouse exceeded and is expected to exceed $300,000.
 The investor is a trust, and the grantor (i) has the power to revoke the trust at any time and
regain title to the trust assets; and (ii) has an individual (or, together with his spouse a joint)
net worth in excess of $1,000,000, or had and expects to have a gross income (not including
spouse's income) for the last two years and the current year in excess of $200,000, or for such
periods, had and expects to have all gross income including that of a spouse in excess of
$300,000.
 The investor (or beneficiary if IRA or pension money is invested) is an executive officer of
the Company.
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 The investor is a corporation or partnership with more than $5 million in assets.
 The investor is otherwise an accredited investor as follows (please complete):
III. PRIOR INVESTMENT EXPERIENCE OF INVESTOR (OR TRUSTEE OR

AUTHORIZED REPRESENTATIVE)
A. Indicate by check mark which of the following categories best describes the extent of your prior
experience in the areas of investment listed below:
More than
5 years 2 to 5 years 1 year No
Experience Experience Experience Experience
Corporate Stocks ________ ________ ________ ________
Corporate Bonds ________ ________ ________ ________
Real Estate ________ ________ ________ ________
Limited Partnerships ________ ________ ________ ________
Privately Held Companies ________ ________ ________ ________
B. Do you make your own investment decisions with respect to the investments listed above?
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OBJECTION MY LORD
Yes ___No____
C. What are the principal sources of investment knowledge or advice? (check all that apply)
____First hand experience ____Financial publication
____Broker(s) ____Investment Adviser(s)
____Attorney(s) ____Accountant(s)
D. Please briefly describe any additional investment experience in business ventures, experience
with the Company or any other investment experience which would indicate your ability to evaluate an
investment in this business venture.
IV. FINANCIAL AND INVESTMENT STATUS INFORMATION
A. Please indicate:
Your estimated net worth exclusive of principal residence, furnishings of principal residence and
personal automobiles (computation of net worth may be accomplished with reference to fair market
value of assets).
❑ More than $5 million
❑ $1,000,001 - $4,999,999
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❑ $500,000 - $999,000
❑ $250,000 - $499,000
❑ Under $250,000
Your estimated net worth, including principal residence, furnishings of principal residence and personal
automobiles (computation of the value of the subscriber's principal residence may be accomplished with
reference to fair market value of residence).
❑ More than $5 million
❑ $1,000,001 - $4,999,999
❑ $500,000 - $1,000,000
❑ $250,000 - $499,999
❑ Under $250,000
B. Gross Income
Please provide your actual or projected individual annual adjusted gross income for the past two years,
the current year and the next year.
More than More than More than More than
$200,000 $150,000 $100,000 $50,000
[YEAR 1]
[YEAR 2]
[YEAR 3]
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OBJECTION MY LORD
C. Other Matters
Is an investment in the Company suitable and appropriate for you?
Yes____ No____
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SIGNATURE PAGE (F OR I NDIVIDUALS )
This page constitutes the signature page for INDIVIDUALS for the following documents: (a) the
Subscription Agreement and (b) the Confidential Statement of Investor Suitability. Execution of this
Signature Page constitutes execution of such documents.
IN WITNESS WHEREOF, the undersigned has executed the Subscription Agreement and the
Confidential Statement of Investor Suitability this [DAY] of [MONTH], [YEAR].
Signature of Investor Signature of Spouse
(or Joint Investor, if any)
Print Name of Investor Print Name of Spouse
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OBJECTION MY LORD
Social Security Number Social Security Number of Spouse
Address: Address:
Dollar Amount of Shares Subscribed For: $
$ per Share
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SIGNATURE PAGE (F OR N ON -I NDIVIDUALS )
This page constitutes the signature page for the following documents: (a) the Subscription Agreement
and (b) the Confidential Statement of Investor Suitability. Execution of this Signature Page constitutes
execution of such documents.
IN WITNESS WHEREOF, the undersigned has executed the Subscription Agreement and the
Confidential Statement of Investor Suitability this [DAY] of [MONTH], [YEAR].
Address
Print Name of Entity
By: ________________________ Address:
Name:
Title:
Tax Identification Number
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OBJECTION MY LORD
Dollar Amount of Shares Subscribed For: $
$ per Share
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RIGHT OF FIRST REFUSAL AGREEMENT
This Right of First Refusal Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under
the laws of the [STATE/PROVINCE], with its head office located at:
AND: [FIRST HOLDER NAME] (the "First Holder"), a corporation organized and existing under
AND: [SECOND HOLDER NAME] (the "Second Holder"), a corporation organized and existing
AND: [THIRD HOLDER NAME] (the "Third Holder"), a corporation organized and existing
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OBJECTION MY LORD
In consideration of the mutual promises, covenants and conditions herein contained and for other good
and valuable consideration, the parties hereto agree as follows:
20. Definitions
Certain terms used herein are defined as follows:
“Board of Directors” means the Board of Directors of the Company and any committee thereof.
“Shares” means any shares of capital stock of the Company or any securities convertible into or
exchangeable for any class of capital stock of the Company and all securities into which such Shares may
be converted or reclassified as a result of any merger, consolidation, stock split, stock dividend, or other
recapitalization of the Company, whether now owned or hereafter acquired.
21. Restrictions on Transfer
No Holder may sell or engage in any transaction which has resulted in or will result in a change in the
beneficial or record ownership of any Shares held by the Holder, including without limitation a
voluntary or involuntary sale, assignment, transfer, pledge, hypothecation, encumbrance, disposal, loan,
gift, attachment or levy (a “Transfer”), except as provided in this Agreement, and any such Transfer of
Shares or attempted Transfer of Shares in contravention of this Agreement shall be void and ineffective
for any purpose or confer on any transferee or purported transferee any rights whatsoever.
a. Each time a Holder proposes to Transfer (or is required by operation of law or other
involuntary transfer) any or all of the Shares standing in such Holder's name or owned by
him or her during the term of this Agreement, such Holder shall first offer such Shares to
the Company in accordance with the following provisions:
b. Such Holder shall deliver a written notice (a “Notice”) to the Company stating (a) such
Holder's bona fide intention to Transfer such Shares, (b) the name and the address of the
proposed transferee, (c) the number of Shares to be transferred, and (d) the purchase price
per Share and terms of payment for which the Holder proposes to Transfer such Shares.
337
c. Within [NUMBER] days after receipt of the Notice, the Company or its designee shall have
the first right to purchase or obtain such Shares, upon the price and terms of payment
designated in the Notice. If the Notice provides for the payment of non-cash consideration,
the Company at its option may pay the consideration in cash equal to the Company's good
faith estimate of the present fair market value of the non-cash consideration offered.
d. If the Company or its designee elects not to purchase or obtain all of the Shares designated
in the selling Holder's Notice, then the Holder may Transfer the Shares referred to in the
Notice to the proposed transferee, providing such Transfer (a) is completed within 30 days
after the expiration of the Company's right to purchase or obtain such Shares, (b) is made at
the price and terms designated in the Notice, and (c) the proposed Transferee agrees to be
Agreement immediately upon receipt of such Shares. If such Shares are not so transferred,
the selling Holder must give notice in accordance with this paragraph prior to any other or
subsequent Transfer of such Shares.
e. Notwithstanding Section 3(a), a Holder may Transfer Shares: (i) to a member of the
Holder's Immediate Family or to a trust established for the benefit of a member or members
of the Holder's Immediate Family, (ii) to an affiliate or equity holder of the Holder, (iii) to
a person who is a constituent partner of the Holder on the date hereof, or (iv) to the estate
of any of the foregoing by gift, will or intestate succession; provided that the Holder or his
representative notifies the Company of such Transfer not less than [NUMBER] nor more
than [NUMBER] days prior to the Transfer and that the proposed transferee agrees to be
Agreement immediately upon the receipt of such Shares.
23. No Transfer to Competitors
A Holder may not Transfer any Shares to a competitor of the Company, or to any shareholder, partner
or other beneficial holder of an equity ownership interest in a competitor, other than pursuant to a
merger, combination, or other transaction approved by the Board of Directors.
24. Governing Law
Notwithstanding any provisions to the contrary contained in this Agreement, the Company's
obligations to pay or complete payment for any Shares to be purchased by it under this Agreement is
subject to its being legally permitted to do so under the tests contained in Sections [NUMBER] of the
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OBJECTION MY LORD
[STATE/PROVINCE/COUNTRY] General Corporation Law or any successor statute applicable

thereto.
25. Legend on Stock Certificates
Each certificate representing shares owned of record or beneficially by a party to this Agreement shall be
endorsed with the following legend:

HOLDERS THAT ARE SIGNATORIES THERETO, PROVIDING FOR, AMONG OTHER
MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE
SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS
ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed
transferee thereof shall have executed and become a party to this Agreement and thereby shall have
become subject to all of the provisions hereof; and notwithstanding any other provisions of this
Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the
provisions hereof at any time to any of the Shares subject hereto.
The restrictions on Transfer of Shares set forth in this Agreement shall terminate upon any of the
following:
a. The determination of the Board of Directors that this Agreement shall be terminated.
b. The dissolution or bankruptcy of the Company.
c. The consummation of a public offering for any of the common stock of the Company
registered under the [LAW/CODE/ACT].
27. Acknowledgments
Each Holder acknowledges that other shareholders of the Company may have restrictions on their
shareholdings different than the terms contained herein.
28. Further Assurances
Each party hereto agrees to perform any and all further acts and to execute and deliver any documents
which may reasonably be necessary to carry out the provisions of this Agreement.
339
29. Modification
This Agreement as applied to any Holder may be amended at any time by the written agreement of the
Company and a Holder affected thereby.
30. Will Provisions
Each Holder agrees to insert in his or her will, or to execute a codicil thereto, directing and authorizing
his or her executor to fulfill and comply with the provisions hereof.
31. Notice
Any notice required or permitted hereunder shall be delivered in person or sent by telecopier, air courier
or certified mail, return receipt requested, postage and fees prepaid in all cases; in the case of the
Company, to the then current address of its then principal business office, to the attention of the
Chairman of its Board of Directors, and, in the case of a Holder, to the address of such Holder shown
on the signature page hereto, or to such other address as will have been specified by prior written notice
to the sending party. Notice shall be effective upon delivery if it is hand-delivered; upon receipt if it is
transmitted by telecopier, air courier or registered, certified or express mail; upon expiration of the third
business day after deposit in the [COUNTRY] mail if mailed from and to an address in the
[COUNTRY]; and upon expiration of the tenth business day after deposit in the [COUNTRY] mail if
mailed from or to an address outside the [COUNTRY].
32. Succession
This Agreement shall be binding upon and inure to the benefit of the parties hereto and upon their
permitted successors in interest of any kind whatsoever, their heirs, executors, administrators, and
personal representatives.
33. Governing Law
This Agreement will be governed in all respects by the laws of the State of [STATE/PROVINCE] as
such laws are applied to agreements between [STATE/PROVINCE] residents entered into and to be
performed entirely within [STATE/PROVINCE], without regard to conflicts of law [principles]. The
parties hereby consent to the exclusive jurisdiction of the state or federal courts located in the State of
[STATE/PROVINCE], for the resolution of any disputes arising out of this Agreement.
34. Counterparts
This Agreement may be signed in any number of counterparts, each of which will be an original, but all
of which together will constitute one and the same instrument.
340
OBJECTION MY LORD
35. Sole Agreement
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and supersedes any and all prior or contemporaneous agreements and
understandings pertaining thereto whether oral or written.
36. Construction
The titles of the sections of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement. The language of this Agreement shall be construed as to its
fair meaning and not strictly for or against any party.
37. Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of this Agreement shall be enforceable
in accordance with its terms and interpreted as if such provisions were as excluded.
38. Attorney Fees
In the event that any dispute among the parties hereto should result in litigation or arbitration, the
prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs
and expenses of enforcing any right of the prevailing party, including without limitation, reasonable
attorneys' fees and expenses.
written.
COMPANY FIRST HOLDER
341
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OBJECTION MY LORD
C ONSENT OF S POUSE
The undersigned spouse(s) of the party (parties) to the foregoing Agreement acknowledge(s) on his or
her own behalf that: I have read the foregoing Agreement and I know its contents. I am aware that by
its provisions my spouse grants the Company an option to purchase all of his or her shares of the
Company, including my community interest in them. I hereby consent to the sale, approve of the
provisions of the Agreement, and agree that those shares and my interest in them are subject to the
provisions of the Agreement and that I will take no action at any time to hinder operation of the
Agreement on those shares or my interest in them.
SPOUSE SPOUSE
Signature Signature
Name Name
SPOUSE SPOUSE
Signature Signature
Name Name
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TRANSFER OF STOCK AGREEMENT r
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This Transfer of Stock Agreement (the “Agreement”) is made and effective [DATE],
g
BETWEEN: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws h
E
AND: [SHAREHOLDER NAME] (the "Shareholder"), a corporation organized and existing under n
the laws of the [STATE/PROVINCE], with its head office located at: v
i
1. TERMS
s
The undersigned Shareholder hereby assigns, sells, and transfers to Buyer [number of shares] shares of i
[common or preferred] stock of [name of company] (“Company”) owned by Shareholder (“Stock”). o
The purchase price shall be as indicated below, and shall be paid by Buyer within [NUMBER] days of n
Buyer having received an executed copy of this Agreement with the stock certificate representing the C
Stock duly endorsed to Buyer. The Shareholder represents that he or she owns the Stock free and clear o
of all liens, security interests, claims, or other encumbrances and that Buyer will obtain good, valid and r
marketable title to the Stock. p
o
Number of Shares of r
a
Company Stock Being Sold:
t
Aggregate Purchase Price: i
o
2. ENTIRE AGREEMENT n
This Agreement constitutes the entire agreement between the parties pertaining to its Subject matter .
and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, 2
negotiations, and discussions, whether oral or written with respect to its subject matter. This Agreement 0
may only be amended in writing, signed by both parties. This Agreement shall be construed as to its fair 0
language and not strictly for or against any party. 2
.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto A
on the date first above written l
l
BUYER SHAREHOLDER
r
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Authorized Signature Authorized Signature h
t
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OBJECTION MY LORD
COMPENSATION AND BENEFITS ©

C
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CHECKLIST FOR H ANDLING W ORKERS ’ r
C OMPENSATION C LAIMS i
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The initial period is critical in handling workers’ compensation claims. So, you must be sure to: h
t
Immediately E
❑ Administer first aid n
v
❑ Accompany injured worker to a selected medical provider i
s
❑ Report incident within company i
o
❑ Notify family
n
❑ Assign responsible person to follow claim C
o
First day r
❑ Report to claim handler outside company (insurance company or third-party administrator) p
o
❑ Determine, on a preliminary basis, whether the injury is covered by workers’ compensation r
a
❑ Counsel employee and/or family on claims procedures, available benefits, company’s t
continuing interest in employee’s welfare, etc. i
o
❑ Follow up with the employee or family
n
First week .
2
❑ Coordinate payment of initial benefits 0
❑ Talk to treating physician to learn diagnosis and treatment plan 0
2
.
A
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❑ Evaluate whether medical rehabilitation is necessary or appropriate

❑ Develop return-to-work plan
❑ Contact the injured employee and/or the family and forward mail
First month
❑ Use a “wellness” approach (cards, phone calls, visits) to continue to reinforce company’s
concern
❑ Consider medical examination by independent physician, if warranted

❑ Reevaluate treatment plan based on new medical information
❑ Update return-to-work plan and contact the injured employee and/or the family
Ongoing
❑ Continually reevaluate treatment plan

❑ Refer for pain management evaluation of chronic pain, if appropriate
❑ Maintain contact with the injured employee and/or the family
346
OBJECTION MY LORD
C HECKLIST FOR COLLECTING INFORMATION FOR A

CLAIM
Whether it’s the businesses owner, or someone assigned by the business owner to keep track of the claim,
here’s some advice for the types of information the person overseeing the claim should be gathering:
About the employee
❑ Name, nicknames, maiden name, previous names

❑ Address—current and previous (length of time living at both addresses)
❑ Phone number, pager number, cellular number
❑ Social security and driver’s license numbers
❑ Sex
❑ Date of birth
❑ Marital status
❑ Dependents and immediate family contact
❑ Non-relative contact
❑ Date of hire (state hired, if applicable)
❑ Job classification, if applicable (insurance class or company classification)
❑ Vehicle (type, year, license number)
❑ Interests—hobbies
❑ Length of time as a state resident
About the injury
❑ Time and date of injury

❑ Date of death (if applicable)
❑ State of injury
347
❑ Nature of injury (sprain, fracture, etc.)

❑ Body part(s) affected; any previous injury to the affected body part(s)
❑ Source of injury (machines, hand tools, buildings, etc.)
❑ Type of injury (fall, struck by object or vehicle, overexertion, repetitive motion trauma)
❑ Witnesses
❑ Work process involved (lifting, carrying, etc.)
❑ To whom was the injury reported
❑ Who filled out the first report of injury report
❑ Plant or location
❑ Job
❑ Time and date the injury was reported
❑ Shift, if applicable
About the claim
❑ Date employer first notified

❑ Who was notified, by whom?
❑ Date employer was notified of workers’ compensation claim
❑ Date insurance company or service company notified ©
C
❑ Date state agency notified o
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❑ State case number y
❑ Average weekly wage r
i
❑ Benefit rate g
h
❑ Health care providers and costs t
❑ Other benefits lost (Did the employer stop paying vacation, health benefits, etc.?) E
n
❑ Other benefits received v
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OBJECTION MY LORD
❑ Date disability started

❑ Date of first payment
❑ Projected return-to-work date
❑ Date case closed
❑ Date of maximum medical improvement
❑ Impairment rating
❑ Lost days
❑ Total benefits paid
❑ Vocational rehabilitation activity
❑ Subrogation (Is some third party responsible?)
❑ Second injury fund potential
Oral statement from injured worker
❑ Conduct the interview in a non-adversarial setting

❑ Demonstrate concern and empathy
❑ Allow the worker to talk
❑ Do not rush the worker
❑ Reenact the accident
❑ Check for photos and/or video of the accident
Written statement from injured worker
❑ Note the location where the statement is taken

❑ Let the employee write the statement, if possible
❑ Statement is taken ASAP after the injury
❑ Describe the worker’ preinjury and postinjury actions
349
❑ Request that the worker and any witnesses sign the statement
❑ Make sure the employee initials any changes
❑ Give copy of statement to employee
❑ list the date and time of the statement
Oral statement from witness(es)
❑ Note witness’ location at the time of injury

❑ Record witness’ relationship to the injured worker
❑ Interview witnesses individually
❑ Do not rush the witness
❑ Make sure the statement is unrehearsed
Written statement from witness(es)
❑ Make sure the witness writes the statement in ink

❑ Record the stated ASAP after the injury
❑ Make sure the witness records his/her actions before, during and after the time of injury
❑ Request that the witness sign the statement and initial any changes
❑ Record the date and time of the statement
❑ Give a copy of the statement to the witness
If litigation occurs
❑ Defense attorney, law firm

❑ Claimant attorney, law firm
❑ Identify judge
❑ Costs of litigation (spending more than paying?)
❑ History of dispute
❑ Settlement
350
OBJECTION MY LORD
W ARNING S IGNALS OF W ORKERS ’ C OMPENSATION

F RAUD
You may not discriminate against a worker who has filed previous workers’ compensation claims.
However, when you have several of the following suspect behaviors present or you observe an emerging
pattern, don’t be afraid to investigate further for possible fraud or to forward your suspicions to the
appropriate authority.
About the worker
❑ The injured worker has an unstable work history; i.e., an employee who often changes jobs
❑ The claimant has a history of reporting subjective injuries which may include workers’
compensation or liability claims
❑ The claimant is consistently uncooperative

❑ The injured worker has been recently terminated, demoted, or passed over for a promotion
❑ The injured worker is in line for early retirement
❑ The injured worker is making excessive demands
❑ The injured worker calls soon after the injury and presses for a quick settlement of the case
❑ The injured worker moves out of state soon after the injury
❑ The injured worker changes his address to a post office box or receives mail via friend or relative
About the workplace
❑ The injured worker’s workplace is experiencing labor difficulties

❑ The accident occurs just prior to job termination, layoff, after formal discipline of the employee,
or near the end of the employee’s probationary period
About the injury
❑ The injured worker was not injured in the presence of witnesses

❑ The injury is a subjective one, like stress, emotional trauma, or is hard to prove, like back pain,
headache, insomnia, etc.
351
❑ The accident is not promptly reported by the employee to the employer

❑ The employers’ first notice of the injury is from an attorney or a medical clinic, and not from
the injured worker
❑ Physicians who have examined the injured worker have vastly differing opinions regarding the
injured worker’s disability
❑ There is no sound medical basis for the disability; all physicians’ reports indicate a full recovery
❑ The injured worker is claiming disability exceeding that which is normally consistent with such
an injury
❑ The accident occurs late Friday afternoon or shortly after the employee reported on Monday
❑ The claimant has the accident at an odd time, such as at lunch hour
❑ The accident occurs in an area where the injured employee would not normally be
❑ The task that caused the accident is not the type that the employee should be involved in; i.e.,
an office worker who is lifting heavy objects on a loading dock
❑ The details of the accident are vague or contradictory

About the medical relationship
❑ The claimant frequently changes physicians or medical providers

❑ The claimant changes physicians when a release for work has been issued
❑ A review of medical reports provides information that is inconsistent with the appearance or
behavior of an injured person; i.e., a rehabilitation report describes the claimant as being
muscular, with callused hands and grease under the fingernails
❑ The employer’s first report of injury contrasts with the description of the accident set forth in
the medical history
❑ The injured worker develops a pattern of missing physician’s appointments

About the claim itself or the claimant’s attorney
❑ The injured worker’s attorney requests that all checks and correspondence be sent to the
attorney’s office
❑ The claimant’s attorney is known for handling suspicious claims
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OBJECTION MY LORD
❑ The attorney lien or representation letter is dated the day of the reported accident
❑ The same doctor/lawyer combination previously known to handle the same kind of injury is
handling this claim
❑ The claimant is unusually familiar with workers’ compensation claims procedures and laws
❑ The claimant initially wants to settle with the insurer but later retains an attorney and files
increasingly subjective complaints
❑ The claimant’s attorney threatens further legal action unless a quick settlement is made
❑ There is a high number of applications from a specific firm
❑ The claimant’s attorney inquires about a settlement or buyout early in the life of the claim
❑ The claimant writes unsolicited statements about how much better he/she is, but treatment
continues and the claimant doesn’t return to work
About outside activities
❑ There are tips from fellow employees, friends, or relatives suggesting that the injured worker is
either working or is active in sports
❑ The injured worker’s rehabilitation report shows evidence of other activity

❑ The injured worker is in a trade that would make it possible to otherwise work while collecting
compensation
❑ The injured worker is exaggerating an injury in order to get time off to work on personal
interests; i.e., the injured worker is remodeling or building a home concurrently with the injury
❑ The injured worker is in a seasonal business that would make it attractive to be “injured” during
the off-season; i.e., occupations in fields such as roofing, landscaping, plumbing, farming,
masonry, etc.
❑ The injured worker leaves different daytime and evening telephone numbers
❑ The injured worker is never home when called or is always “sleeping and can’t be disturbed”
(especially during work hours)
❑ Return calls to the claimant’s residence have strange or unexpected background noises that
indicate it may not be a residence
353
©
❑ The claimant has several other family members also receiving workers’ compensation benefits C
or other “social insurance” benefits, such as unemployment o
p
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PROFIT-SHARING PLAN FOR SELF-EMPLOYED r
INDIVIDUALS i
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h
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The following document is a model profit-sharing plan that is intended to give you an idea of what a E
typical profit-sharing plan contains. You can modify this form to meet your specific circumstances. Of n
course, if you intend to use this plan, you should make sure that your attorney reviews it and approves any v
changes you make. i
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TABLE OF CONTENTS o
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Article o
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p
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Preamble
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a
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1. Purpose and Definitions i
o
Preamble
n
Purpose .
2
Definitions 0
Construction 0
2
.
A
2. Service Credit and Participation l
Hour of Service l
r
Service i
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h
354 t
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OBJECTION MY LORD
Break in Service
Loss of Service
Multiple Trades and Businesses
Participation Originating Under This Plan
Cessation of Participation Service and Reentry
3. Contributions
Contributions by Employer
Member Voluntary Contributions
Member Voluntary Contributions (Alternate)
4. Individual Accounts and Allocations
Establishment of Individual Accounts
Allocation of Employer Contributions
Allocation of Gains and Losses
Allocation of Forfeitures
Notification to Members
5. Retirement
Benefit
6. Death
Designation of Beneficiary
355
Benefit
No Beneficiary
7. Disability
Benefit
8. Termination of Employment, and Forfeitures
Eligibility
Benefit
Forfeitures
Early Retirement
9. Distribution Notices and Methods of Payment
Notice to Trustee
Subsequent Notices
Time and Methods of Payment
Limitations on Payment
Minority or Disability Payments
10. Special Governmental Requirements
Limit on Annual Additions Under [CODE SECTION]
Top-Heavy Restrictions
11. Administration
356
OBJECTION MY LORD
Appointment of Committee
Committee Powers and Duties
Claims Procedure
Committee Procedures
Authorization of Benefit Payments
Payment of Expenses
Unclaimed Benefits
12. Trust Fund
Establishment of Trust Fund
Payment of Contributions to Trust Fund
13. Amendments
Right to Amend
14. Withdrawal and Termination
Transfers of Plan Assets and Plan Mergers
Plan Termination
Suspension and Discontinuance of Contributions and Plan
Termination
Liquidation of Trust Fund
15. General Provisions

Non-guarantee of Employment
357
Manner of Payment
Non-alienation of Benefits
Amounts Returnable to the Employer
Governing Law
358
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OBJECTION MY LORD C
o
PROFIT-SHARING PLAN FOR SELF-EMPLOYED p
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INDIVIDUALS OF [COMPANE NAME]
r
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h
Preamble t
E
n
v
[COMPANE NAME] , organized and existing under the laws of the State of [state/PROVINCE], i
hereby establishes a profit-sharing plan for its employees as hereinafter defined, effective [the effective s
date]. i
o
n
Said organization, as part of the aforesaid Plan, adopts concurrently herewith a Trust agreement creating C
a Trust Fund (hereinafter at times referred to as the "Fund"), to which contributions shall be made and o
from which benefits shall be paid in accordance with the terms and conditions thereof. r
p
o
The Plan hereby established is conditioned upon its qualification under [SECTION] of [CODE] , as r
amended from time to time, with employer contributions being deductible under [SECTION] of a
[CODE] or any other applicable sections thereof, as amended from time to time. The Plan is intended t
to qualify as a profit-sharing plan. i
o
n
.
2
1. Purpose and Definitions 0
0
2
1.1 Purpose: .
A
The purpose of this Plan is to encourage Employees to save and invest, systematically, a portion of their l
current Compensation in order that they may have a source of additional income upon their Retirement l
or Disability, or for their family in the event of death. The benefits provided by this Plan will be paid r
from the Trust Fund and will be in addition to the benefits Employees are entitled to receive under any i
other programs of the Employer. g
h
t
359
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This Plan and the separate related Trust forming a part hereof are established and shall be maintained
for the exclusive benefit of the eligible Employees of the Employer and their Beneficiaries. No part of
the Trust Fund can ever revert to the Employer or be used for or diverted to any other purpose other
than for the exclusive benefit of the Employees of the Employer and their Beneficiaries, except as
provided in Section 18.4 hereof.
1.2 Definitions:
Where the following words and phrases appear in this Plan, they shall have the respective meanings set
forth below, unless the context clearly indicates otherwise:
a) Allocation Date: The date as of which contributions are allocated hereunder, which shall be the
last day of the Plan Year. The Committee may use more frequent Allocation Dates if it so desires.
b) Affiliated Employer: Any business entity (including an Employer hereunder) that, together with
an Employer hereunder, constitutes a controlled group of corporations, a group of trades or
businesses under common control, or an affiliated service group, all as defined in [CODE
SECTION] (subject, however, to the provisions of [CODE SECTION] when applying the
benefit limitations of [CODE SECTION]).
c) Beneficiary: A person designated by a Member to receive benefits hereunder upon the death of
such Member.
d) Code: The [SECTION] of [CODE] , as amended from time to time.
e) Committee: The person or persons appointed to administer the Plan in accordance with Article
XII hereof.
f) Compensation: As to Owner-Employees and any partner who owns less [%] capital or profits
interest in the trade or business, Compensation means the Earned Income of such individual,
which is net income from self-employment derived from the business with respect to which the
360
OBJECTION MY LORD
Plan is established, provided his personal services are a material income producing factor in such
business, determined without regard to items which are not included in gross income for
purposes of federal income tax and the deductions properly allocable to or chargeable against
such items, and determined after deduction for contributions on behalf of said Owner-
Employee and all other Employees. Earned Income also includes gains which are not treated
under the Code as gains from the sale or exchange of capital assets and net earnings derived from
the sale or other disposition of, the transfer of any interest in, or the licensing of the use of
property (other than goodwill) by an individual whose efforts created such property. It is the
intent of the foregoing to incorporate the definition of earned income as set forth in [CODE
SECTION].
As to any other Employee, the total cash remuneration paid to the Employee for a calendar year by an
Employer (or predecessor company) for personal services as reported on the Employee's federal income
tax withholding statement or statements. Effective for the Plan Year beginning in [year], this Plan shall
not take into consideration compensation in excess of [AMOUNT], as indexed under [CODE
SECTION], in computing any Plan benefits.
g) Covered Employment: The employment category for which the Plan is maintained, which
includes any employment with the Employer.
h) Disability: A physical or mental condition which, in the judgment of the Committee, totally
and presumably permanently prevents an Employee from engaging in substantial gainful
employment with his Employer.
i) Effective Date: [Effective date].
j) Employee: Any person who, on or after the Effective Date, is receiving remuneration for personal
services rendered as a common law employee of the Employer or Affiliated Employer (or who
would be receiving such remuneration except for an authorized Leave of Absence), or any
Owner Employee, or a partner who has less than a [%] capital or profits interest in the trade or
business.
361
This Plan shall not cover leased employees. For this purpose, a "leased employee" means any person who
on or after [DATE], and pursuant to an agreement between the Employer and any other person
("leasing organization") has performed services for the Employer (or for the Employer and related
persons determined in accordance with [CODE SECTION] on a substantially full-time basis for a
period of at least one year and such services are of a type historically performed by employees in the
business field of the Employer.
k) Employer: [COMPANE NAME]
l) ERISA: [CODE SECTION], as amended from time to time.
m) Individual Account: Each of the accounts maintained by the Committee showing the individual
interests in the Trust Fund of each Member, former Member, and Beneficiary, as described in
Section 5.1 hereof.
n) Leave of Absence: Any absence from service authorized by an Employer under such Employer's
standard personnel practices, provided that all persons under similar circumstances must be
treated alike in the granting of such Leaves of Absence, and provided further that the Employee
returns or retires within the period specified in the authorized Leave of Absence.
o) Limitation Year: The year used in applying [CODE SECTION], which year is [YEAR].
p) Member: An Employee who has met the eligibility requirements for participation set forth in
Article II hereof, or a former Member for whom an Individual Account continues to be
maintained hereunder.
q) Normal Retirement Date: The [NUMBER] birthday of a Member.
r) Owner-Employee: A sole proprietor or partner who owns more than [%] of either the capital
interest or profits interest of a trade or business.
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OBJECTION MY LORD
s) Plan: [Name of the plan], the Plan set forth herein as amended from time to time.
t) Plan Administrator: [Name of plan administrator].
u) Plan Year: Each annual period beginning on [plan year starting date] and ending on [plan year
ending date].
v) Retirement: Termination of employment with all Affiliated Employers after a Member has
reached his Normal Retirement Date. Retirement shall be considered as commencing on the
day immediately following a Member's last day of employment (or authorized Leave of Absence,
if later).
w) Service: A period or periods of employment of an Employee as described in Article II hereof.
x) Trust Agreement: [Name of trust agreement], as amended from time to time, which constitutes
a part of this Plan.
y) Trust or Trust Fund: The fund maintained in accordance with the terms of the Trust
Agreement.
z) Trustee: The corporation or individuals appointed by the Employer to administer the Trust in
accordance with the Trust Agreement.
aa) Valuation Date: The date as of which the Trust Fund is valued and gains or losses allocated,
which shall be the last day of each Plan Year. The Committee may use more frequent Valuation
Dates if it so desires.
363
1.3 Construction:
The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender,
unless the context indicates to the contrary.
2. Service Credit and Participation
2.1 Hour of Service:
a) Hours of Service Credit Used for All Purposes: An Hour of Service is any hour for which an
Employee is directly or indirectly paid or entitled to payment for the performance of duties
(irrespective of whether the employment relationship has terminated) or for certain reasons
other than the performance of duties, including any hour for which back pay (irrespective
of mitigation of damages) is due, by the Employer or Affiliated Employer.
Such payment for reasons other than the performance of duties must be due to vacation, holiday, illness,
incapacity (including disability), lay-off, jury duty, military duty, or Leave of Absence; provided,
however, that no Hour of Service need be credited for payments received solely for the purpose of
complying with applicable workers' compensation or unemployment or disability insurance laws or for
payments received solely for reimbursing the Employee for medical or medically related expenses. It is
further provided that no more than [NUMBER] Hours of Service credit need be given for each single
continuous period for which an Employee is paid for reasons other than the performance of duties. The
determination of such Hours of Service for the nonperformance of duties shall be in accordance with
[CODE].
Hours of Service credit at the rate of [NUMBER] hours per week shall also be granted for any non-paid
period of absence authorized by the Employer in accordance with its uniform Leave of Absence policy
for granting such credit or for military duty to the extent required under federal law.
364
OBJECTION MY LORD
Each Hour of Service earned by any Employee shall be credited to him as of the time when he actually
earned such Hour except as otherwise permissible or required under [CODE SECTION]. In no event
an Employee receive credit for the same Hours more than once.
b) Hours of Service Credit Used Only for Purposes of Determination of Breaks in Service: Solely
for purposes of determining whether an Employee has incurred a [NUMBER] year Break
in Service, Hours of Service Credit shall be given (if not already given under (a) above in this
Section) for any absence, beginning after [DATE], by reason of pregnancy of the Employee,
birth of the Employee's child, placement of a child with the Employee in connection with
the adoption of such child by said Employee, and absence for purposes of caring for such
child for a period beginning immediately following such birth or placement.
No more than [NUMBER] Hours of Service Credit need be given for such periods of absence, and the
credit given shall be the Hours of Service which otherwise would normally have been credited to such
Employee but for such absence. In any case in which hourly records are not maintained, Hours of
Service credit shall be given at the rate of [NUMBER] hours for each day of such absence.
Said Hours of Service shall be credited in the [NUMBER] month computation period specified under
Section 2.2 hereof during which said absence began only if the Employee would be prevented from
incurring a Break in Service in said period by treating said periods of absence as Hours of Service;
however, if said Employee would not incur a Break in Service during said period, such Hours of Service
shall be credited in the immediately following period.
2.2 Service:
Service is the period of employment used in determining eligibility for participation in this Plan, as well
as in determining eligibility for benefits. Subject to the loss of service rules below in this Article, a year
of Service is the [NUMBER] month period beginning with the date of the Employee's first Hour of
Service if he completes at least [NUMBER] Hours of Service during such [NUMBER] month period,
and is any Plan Year following such date during which he completes at least [NUMBER] Hours of
Service.
2.3 Break in Service:
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For purposes of determining Service, an Employee shall have a year of Break in Service for the
[NUMBER] month period beginning with the date of his first Hour of Service and for any Plan Year
following such date if during such [NUMBER] month period of such Plan Year he completes
[NUMBER] or fewer Hours of Service.
2.4 Loss of Service:
If an Employee who does not have any vested benefit hereunder has a termination of employment that
results in at least [NUMBER] consecutive years of Breaks in Service that are equal to or greater than the
total years of Service, then he shall lose all such prior Service previously accrued hereunder.
2.5 Multiple Trades and Businesses:
If this Plan provides contributions or benefits for one or more Owner-Employees who control both the
business with respect to which this Plan is established and one or more other trades or businesses, this
Plan and the plan established with respect to such other trades or businesses must, when looked at as a
single plan, satisfy [CODE SECTION] with respect to the Employees of this and all such other trades
or businesses.
If this Plan provides contributions or benefits for one or more Owner-Employees who control one or
more other trades or businesses, the Employees of each such other trade or business must be included in
a plan which satisfies [CODE SECTION] and which provides contributions and benefits not less
favorable than provided for such Owner-Employees under this Plan.
If an individual is covered as an Owner-Employee under the plans of two or more trades or businesses
which he does not control, and such individual controls a trade or business, then the contributions or
benefits of the Employees under the plan of the trade or business which he does control must be as
favorable as those provided for him under the most favorable plan of the trade or business which he does
not control.
For purposes of the preceding paragraphs, an Owner-Employee, or [NUMBER] or more Owner-

Employees, shall be considered to control a trade or business if such Owner-Employee, or such
[NUMBER] or more Owner-Employees together:
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OBJECTION MY LORD
a) own the entire interest in an unincorporated trade or business; or
b) in the case of a partnership, own more than [%] of either the capital interest or the profits
interest in such partnership.
2.6 Participation Originating Under This Plan:
Each Employee shall become a member in this Plan on the first day of the month (i.e., "entry date") on
which he:
a) is in Covered Employment;
b) has attained his [NUMBER] birthday; and
c) has completed a year of Service.
2.7 Cessation of Participation Service and Reentry:
If an Employee has a year or more of Breaks in Service, or if he leaves Covered Employment, before he
has become a Member hereunder, he will, following such Break in Service or interruption of Covered
Employment, become a Member on the first entry date specified in Section 2.6 hereof after he meets the
requirements for participation specified in Section 2.6 hereof. For purposes of determining whether an
Employee's prior Participation Service is to be counted toward such requirements, the provisions of
Section 2.4 hereof shall be applicable.
If an Employee has a year or more of Breaks in Service, or if he leaves Covered Employment, after he has
become a Member hereunder but before he has any vested benefit hereunder, he will cease his
participation in this Plan, but will, immediately following such Break in Service or interruption of
367
Covered Employment, again become a Member provided he then meets the requirements for
participation specified above in this Article. If the Employee does not then meet such requirements, he
shall become a Member on the first entry date specified in Section 2.6 hereof after he does meet such
requirements. For purposes of determining whether an Employee's prior Participation Service is to be
counted toward such requirements, the provisions of Section 2.4 hereof shall be applicable.
If an Employee has a year or more of Breaks in Service, or if he leaves Covered Employment, after he has
a vested benefit hereunder, he will cease his participation in this Plan, but will, immediately following
such Break in Service or interruption of Covered Employment, again become a Member hereunder,
provided he is in Covered Employment.
3. Contributions
3.1 Contributions by Employer:
The Employer shall, during a Plan Year, contribute to the Trust an amount determined at the
Employer's discretion. Such contribution is for allocation, in accordance with Section 4.2 hereof, among
Employer Contribution Accounts of Members who: (i) are employed by the Employer on the
Allocation Date and (ii) have completed at least [NUMBER] Hours of Service during such Plan Year,
or (iii) ceased employment due to Retirement, Death or Disability since the last Allocation Date.
Notwithstanding the above, such contributions shall be made only from the Employer's current or
retained earnings or profits and shall be limited to the amount deductible by the Employer under
[CODE SECTION]. Such contributions shall be transmitted to the Trustee as soon as practicable after
such contributions are made.
3.2 Member Voluntary Contributions:
When he becomes a Member hereunder and as of the beginning of each Plan Year thereafter, a Member
may, through payroll deduction, elect to make voluntary contributions hereunder (on an after-tax basis)
in a whole amount or a whole percentage of his Compensation.
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OBJECTION MY LORD
An election to make such contributions shall be made on such forms and at such times as the Committee
may prescribe and shall be effective on a Plan Year basis, provided that changes, suspensions or
discontinuance of contributions may be made by the Member during a Plan Year only if permitted by
the Committee.
A Member's contributions shall be transmitted to the Trustee of the Trust Fund by the Employer as
soon as reasonably practicable, but no later than [NUMBER] days after the date on which the
contribution was made.
A Member may withdraw all or any part of his Employee Contribution Account by filing a written
application on a form to be prescribed by the Committee, with at least [NUMBER] days' advance
notice, no more than once in any Plan Year.
The employee contributions permissible under this Section shall be subject to the nondiscrimination
tests set forth in [CODE SECTION]. The provisions of [CODE SECTION] and the regulations, there
under, are hereby incorporated by reference.
3.3 No Contributions by Members:
Members are not required or permitted to make any contributions under this Plan.
4. Individual Accounts and Allocations
4.1 Establishment of Individual Accounts:
The Committee shall create and maintain adequate records to reflect at all times the interest in the Trust
Fund of each Member. Such records shall be in the form of separate Individual Accounts for each
Member who has an interest in the Trust Fund, such accounts to be referred to as follows:
369
a) Employer Contribution Account: The account representing contributions made by the

Employer under Section 3.1 hereof and gains or losses allocable thereto.
b) Employee Contribution Account: The account representing contributions made by Members

under Section 3.2 hereof and gains or losses allocable thereto.
Credits and charges shall be made to such accounts in the manner herein described. The Individual
Accounts are primarily for accounting purposes, and a segregation of the assets of the Trust Fund to
each account by the Trustee shall not be required. Distributions and withdrawals made from an account
shall be charged to the account as of the date when paid.
4.2 Allocation of Employer Contributions:
Each contribution for Members eligible under Section 3.1 hereof shall be allocated among eligible
Members' Employer Contribution Accounts as of the Allocation Date which falls on the last day of the
Plan Year for which such contribution is made hereunder. Allocations to any Member shall be made on
the basis of Compensation received during the Plan Year while he was a Member hereunder. Such
allocations shall be made to each such Member in the ratio that such Compensation for the Plan Year
bears to the total of all such Compensation of all Members for the Plan Year.
4.3 Allocation of Gains and Losses:
Gains or losses of the Trust Fund shall be allocated as of each Valuation Date as follows:
a) The Committee shall, before taking into account the contributions and the forfeitures for
the period since the last preceding Valuation Date, determine the then market value of the
Fund and the net gain or loss of the Fund from the preceding valuation, including expenses
of administration and charges against such Fund.
b) The Committee shall determine the total aggregate value of all Individual Accounts as
shown in its records for the preceding Valuation Date. The balance of any such Individual
Account shall be reduced by any amounts paid there from since the last Valuation Date.
The balance shall be the value used in (c) below.
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OBJECTION MY LORD
c) The Committee shall then adjust the value of each Individual Account by crediting each
such Individual Account with its proportion of the net gain if there is a gain or charging it
with its proportion of the net loss if there is a loss; the proportion to be so credited or charged
to each Individual Account shall be calculated by multiplying such gain or loss by a fraction,
the numerator of which is the then value of said Individual Account and the denominator
of which is the then aggregate value of all Individual Accounts within the Trust Fund.
4.4 Allocation of Forfeitures:
Forfeitures shall be allocated as of the Allocation Date falling on the last day of the Plan Year. Any
forfeiture shall be allocated as of the first such Allocation Date which occurs after such forfeiture is
available, in accordance with Section 8.3 hereof, for allocation. In order to be entitled to receive an
allocation of a forfeiture to be allocated at the end of any Plan Year a Member must (i) be employed by
the Employer on such Allocation Date, and (ii) have completed [NUMBER] Hours of Service during
such Plan Year, or (iii) have ceased employment due to Retirement, Death or Disability since the last
Allocation Date.
The allocation to each such Member shall be in the ratio that such Member's Compensation received
during such Plan Year while he was a Member hereunder bears to the total of all such Compensation of
all Members for such Plan Year; provided, however, if forfeitures available for allocation would cause
the limitation ([CODE SECTION]) described in Section 10.1 hereof to be exceeded, then the amount
by which such forfeitures exceed the limitation shall be credited to and held unallocated in a suspense
account until the next succeeding Allocation Date when such amounts can be allocated without
exceeding such limitation.
4.5 Notification to Members:
At least once annually the Committee shall advise each Member for whom an Individual Account is
held hereunder of the then value of such account.
5. Retirement
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5.1 Benefit:
Upon his Normal Retirement Date, a Member shall have a fully vested and non-forfeitable interest in
his Individual Accounts hereunder. Distribution will be made upon his Retirement. The amount of his
Individual Accounts shall be the balance as of the Valuation Date concurrent with or next preceding
the date of his Retirement, plus any contributions allocated to his Individual Accounts since such
Valuation Date, except that, if a retired Member who retired other than on a Valuation Date so elects,
his balance shall be determined as of the Valuation Date next following the date of his Retirement,
including allocation of any contribution then being allocated hereunder, as if he met any applicable
employment and service requirements for such contribution. Payment shall be made at the time and in
the manner provided in Article IX hereof, subject, however, to the distribution provisions of the
following paragraph.
Notwithstanding the above, if, at any time during the Plan Year ending in the calendar year a Member
attains age [AGE], then in no event shall distribution of his Individual Accounts be delayed beyond
April 1st of the calendar year following the calendar year in which such Member attains age [AGE]
regardless of whether he had actually retired, provided, however, that such restriction shall only apply
to [%] owners.
6. Death
6.1 Designation of Beneficiary:
Each Member and former Member may, from time to time, designate [NUMBER] or more primary
Beneficiaries and contingent Beneficiaries to receive benefits payable hereunder in the event of the death
of such Member or former Member. If a married Employee wishes to designate someone other than his
spouse to be a primary Beneficiary, such designation will not become effective unless his spouse (if his
spouse can be located) consents in writing to such designation, acknowledges the effect of such
designation and has such consent and acknowledgment witnessed by the Plan representative or a notary
public. A spouse's consent shall be valid under this Plan only with respect to the specified Beneficiary or
Beneficiaries designated by the Participant. If the Beneficiary or Beneficiaries are subsequently changed
by the Member, a new consent by the spouse will be required. Such designation shall be made in writing
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OBJECTION MY LORD
upon a form provided by the Committee and shall be filed with the Committee. The last such
designation filed with the Committee shall control.
6.2 Benefit:
Upon the death of an Employee who is a Member, his designated Beneficiary, or Beneficiaries, shall be
fully vested with respect to the balance of his Individual Accounts as of the Valuation Date concurrent
with or next preceding the date of his death, plus any contributions allocated to the Member's Individual
Accounts since such Valuation Date, except that, if the Beneficiary of a Member who died other than
on a Valuation Date so elects, such balance shall be determined as of the Valuation Date next following
the date of death, including allocation of any contribution then being allocated hereunder as if the
Member had met any applicable employment and service requirements for such contribution. Payment
shall be made at the time and in the manner provided in Article IX hereof.
6.3 No Beneficiary:
If a Member or former Member dies without a Beneficiary surviving him, or if all his Beneficiaries die
before receiving the payment to which they are entitled, then the amount, if any, remaining in each
Member's Individual Account shall be paid to the following, with priority as follows:
a) the Member's surviving spouse;
b) the Member's children and children of deceased children, per strips;
c) the Member's parents;
d) the Member's brothers and sisters, or if deceased, the children of such brothers and sisters,
per strips;
e) the Member's estate.
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A certified copy of a death certificate shall be sufficient evidence of death and the Committee shall be
fully protected in relying thereon. The Committee may accept other evidence of death at its own
discretion
Disability
6.4 Benefit:
In the event of the Disability of a Member, he shall be fully vested with respect to the balance of his
Individual Accounts as of the Valuation Date concurrent with or next preceding the date of his
Disability, plus any contributions allocated to his Individual Accounts since such Valuation Date,
except that, if a Member whose date of Disability is other than on a Valuation Date so elects, such
balance shall be determined as of the Valuation Date next following the date of Disability, including
allocation of any contribution then being allocated hereunder, as if he met any applicable employment
and service requirements for such contribution. Payments shall be made at the time and in the manner
provided in Article IX hereof.
7. Termination of Employment, and Forfeitures
7.1 Eligibility:
If a Member's employment with all Affiliated Employers shall terminate for any reason other than his
Retirement under Article V, death under Article VI, or Disability under Article VII, such Member shall
be entitled to such benefits as are hereinafter provided by Section 8.2.
7.2 Benefit:
A Member to whom the provisions of Section 8.1 are applicable shall be entitled to:
a) The balance in the Member's Employee Contribution Account, as of the Valuation Date
concurrent with or next preceding the date of termination, plus any contributions allocated
to any such accounts since such Valuation Date.
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OBJECTION MY LORD
b) The "vested percentage" of his Employer Contribution Account. Such amount shall be
equal to a percentage of the balance in such Individual Account as of the Valuation Date
concurrent with or next preceding the date of such termination. The percentage to which
he shall be so vested and entitled shall be determined in accordance with the following
schedule:
Completed Years of Service Vested Percentage
Less than 3 years . . . . . . . . . . . . . . . . . . . . . . . [%]
3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
4 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
6 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
7 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
If, before he was fully vested, a Member has previously received any amount from his Employer
Contribution Account due to a prior termination of employment, but received restoration of an
otherwise forfeitable amount due to his resumption of employment within the time period specified in
Section 8.2 hereof, then his vested Employer Contribution Account shall, upon any subsequent
termination of employment under this Article, be equal to the sum of (1) and (2), multiplied by (3),
minus (1), where said (1), (2) and (3) are determined as follows:
1) The sum of all such amounts previously received from such Individual Account.
2) The balance of such Individual Account as of the date of his latest termination of employment.
3) The vested percentage applicable to the Member in accordance with the above schedule as of the date
of his latest termination of employment.
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7.3 Forfeitures:
A Member to whom this Article is applicable shall forfeit that portion of the amount in his Employer
Contribution Account to which he is not entitled under Section 8.2 hereof and the amount thus
forfeited shall remain in the Trust Fund and shall, as of the Allocation Date following the Member's
termination of employment, be released for reallocation hereunder. If such former Member resumes
Covered Employment before having a [NUMBER] year Break in Service and makes the repayment
described in the following paragraph, a special contribution, equal to the forfeited amount, will be made
to restore such forfeited amount to his Employer Contribution Account. Such special contribution
shall, to the extent possible, be made from any other Members' forfeitures then available for allocation
hereunder and, to the extent such other forfeitures are not sufficient, such special contribution shall be
made by the Employer.
In order to receive the restoration described in the above paragraph, the Member must, within
[NUMBER] years of his reentry into Covered Employment, repay to this Plan the amount of any
distribution he received here from on account of such Break in Service, except for the amount of such
distribution attributable to voluntary Employee contributions.
7.4 Early Retirement:
A Member may commence "early retirement" on or after age [AGE] provided he has completed [insert
maximum years necessary to vest [%] in benefits] years of service with the Employer.
8. Distribution Notices and Methods of Payment
8.1 Notice to Trustee:
As soon as practicable after a Member becomes entitled to a distribution hereunder the Committee shall
give written notice to the Trustee, which notice shall include such of the following information and
directions as are necessary or advisable under the circumstances:
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OBJECTION MY LORD
a) Name and address of the Member.
b) Reason for the distribution.
c) Name and address of the Beneficiary or Beneficiaries in case of a Member's death.
d) Time, manner and amount of payments to be made pursuant to Section 9.3 hereof.
8.2 Subsequent Notices:
At any time after giving the notice as provided for in Section 9.1 hereof, the Committee may modify
such original notice or any subsequent notice, by means of a further written notice to the Trustee, but
any action taken or payments made by the Trustee pursuant to a prior notice shall not be affected by a
subsequent notice.
8.3 Time and Methods of Payment:
Payments of a benefit shall commence as soon as practicable after such benefit becomes distributable
hereunder, subject to the following:
a) In no event (unless requested by the payee) shall payments commence later than as
of a date [NUMBER] days after the close of the Plan Year in which a Member's
employment with all Affiliated Employers terminates (for whatever reason) or, if
later, in which the Member attains his Normal Retirement Date.
b) A former Employee may elect to delay his distribution; however, in no event shall
his distribution be delayed beyond [DATE] of the calendar year following the
calendar year in which such former Employee attains age [AGE].
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When benefits become payable, the Member shall direct that such benefits shall be paid in one (1) of the
following ways, or a combination thereof:
i) Lump sum, payable in cash, or in kind.
ii) Substantially level periodic installments, with any balance, upon the Member's
death, payable to his Beneficiary.
In the event distribution is delayed or in the event distribution is in installments, the allocation of gains
or losses described in Section 4.3 hereof shall continue to be applicable to the Individual Accounts until
fully distributed (unless the payee elects to have the Trustee deposit the payee's Individual Account
balances in a federally insured savings account in a bank or savings and loan association, in the Trustee's
name, in which case, such balances shall, until completely paid, receive such earnings as shall be earned
by said savings account).
8.4 Limitations on Payment:
All benefits payable under Section 9.3 hereof shall be made over a period no longer than the life
expectancy of the Member or the joint life and last survivor expectancy of the Member and his
Beneficiary.
8.5 Minority or Disability Payments:
During the minority or incompetency of any person entitled to received benefits hereunder, the
Committee may direct the Trustee to make payments or distributions to the guardian of such person,
or other persons as may be directed by the Committee. Neither the Committee nor the Trustee shall be
required to see to the application of any payments so made, and the receipt of the payee (including the
endorsement of a check or checks) shall be conclusive as to all interested parties.
9. Special Governmental Requirements
9.1 Limit on Annual Additions:
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OBJECTION MY LORD
Contributions hereunder shall be subject to the limitations of [CODE SECTION], as provided in this
Section.
a) Definitions: For purposes of this Section the following definitions shall apply:
1) "Annual Addition" shall mean the sum of the following additions to a Member's
Individual Account for the Limitation Year:
i) Employer contributions;
ii) Employee after-tax contributions; and
iii) Forfeitures, if any.
2) "Earnings" for an Limitation Year shall be the Employee's earned income, wages,
salaries, and fees for professional services, and other amounts received for personal
services actually rendered in the course of employment with the Employer (including,
but not limited to, commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and bonuses),
provided such amounts are actually paid or includible in gross income during such year.
Earnings shall exclude the following:
i) Employer contributions to a plan of deferred compensation which are not

included in the Employee's gross income for the taxable year in which
contributed or Employer contributions under a simplified employee
pension plan to the extent such contributions are deductible by the
Employee or any distributions from a plan of deferred compensation;
379
ii) Amounts realized from the exercise of a nonqualified stock option, or when
restricted stock (or property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;
iii) Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and
iv) Other amounts which received special tax benefits, or contributions made
by the Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity described in [CODE SECTION]
(whether or not the amounts are actually excludable from the gross income
of the Employee).
b) Defined Contribution Plan(s) Only: The Annual Addition to a Member's Individual

Account hereunder (together with the Annual Additions to the Member's account(s) under
any other defined contribution plan(s) maintained by an Affiliated Employer) for any
Limitation Year may not exceed the lesser of:
1) [AMOUNT], and for each year thereafter the amount prescribed by the
Secretary of the Treasury, to take into account any cost-of-living adjustment
under [CODE SECTION]; or
2) [%] of the Member's Earnings for the Limitation Year.
c) Defined Contribution and Defined Benefit Plans: If, in any Limitation Year, a Member also
participates in one (1) or more defined benefit plans maintained by any Affiliated Employer
(whether or not terminated), then for such Limitation Year, the sum of the Defined Benefit
Plan Fraction (as defined below) for such Limitation Year and Defined Contribution Plan
Fraction (as defined below) for such Limitation Year shall not exceed one (1.0).
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OBJECTION MY LORD
The Defined Benefit Fraction for any Limitation Year shall mean a fraction (a) the numerator of which
is the projected annual benefit of the member under the defined benefit plan(s) (determined as of the
close of the Limitation Year), and (b) the denominator of which is the lesser of [%] of the limitation
under [CODE SECTION] or [%] of the percentage limitation under [CODE SECTION] for the year
of determination (taking into account the effect of [CODE SECTION].
The Defined Contribution Fraction for any Limitation Year shall mean a fraction (a) the numerator of
which is the sum of the Annual Additions to the member's accounts under all defined contribution
plans maintained by an Affiliated Employer as of the close of the Limitation Year (subject to reduction
to the extent permitted under the transition rule in [CODE SECTION], and (b) the denominator of
which is the sum of the lesser of [%] of the limitation under [CODE SECTION] or [%] of the percentage
limitation under [CODE SECTION], for such Limitation Year and for all prior Limitation Years
during which the Employee was employed by an Affiliated Employer (provided, however, at the election
of the Committee, the denominator shall be increased by using for Limitation Years ending prior to
[DATE], an amount equal to the denominator in effect for the Limitation Year ending in [YEAR],
multiplied by the transition fraction provided in [CODE SECTION].
If, in any Limitation Year, the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction for a Member would exceed one (1.0) without adjustment of the amount of Annual Additions
that can be allocated to such Member under paragraph (b) of this Section, then the amount of maximum
annual benefit that can be paid to such Member under any defined benefit plan(s) maintained by an
Affiliated Employer, shall be reduced to the extent necessary to reduce the sum of the Defined Benefit
Plan Fraction and Defined Contribution Plan Fraction for such Member to one (1.0), or the Committee
may take such other action as will cause the sum to equal one (1.0) or less.
9.2 Top-Heavy Restrictions:
a) Determination of Top-Heaviness: Subject to (b) of this Section, this Plan will be considered
to be top-heavy in any Plan Year if the aggregate value of the account balances of key
Employees hereunder is greater than [%] of the aggregate value of all account balances
hereunder. For purposes of determining whether such top-heaviness exists in any such Plan
Year the following provisions shall be applicable:
381
1) A key Employee is an individual (whether or not deceased) who, at any time during the
[NUMBER] Plan Years immediately preceding the current Plan Year, was:
i) an officer of the Employer of Affiliated Employer having an

annual Compensation from the Employer and/or Affiliated
Employer greater than [%] of the defined contribution plan
limitation in effect under [CODE SECTION] for any such Plan
Year (except that no more than [NUMBER] Employees or, if less,
the greater of [NUMBER] and [%] of the Employees, shall be
treated as officers), or
ii) one of the [NUMBER] Employees having an annual

Compensation from the Employer and/or Affiliated Employer
greater than the defined contribution plan limitation in effect
under [CODE SECTION]and owning (or considering as owning
under [CODE SECTION] the largest interests in the Employer,
or
iii) a [%] owner of the Employer (taking into account ownership he

would be considered to have under [CODE SECTION], or
iv) a [%] owner of the Employer (taking into account ownership he

would be considered to have under [CODE SECTION] having
annual Compensation from the Employer and/or an Affiliated
Employer during any calendar year of more than [NUMBER].
2) For purposes of this Section, if a former Employee has not received any Compensation
from the Employer at any time during the [NUMBER] Plan Years immediately
preceding the current Plan Year, any account balance remaining hereunder for such
former Employee shall not be taken into account. Also, any account balance
attributable to deductible employee contributions or attributable to a rollover initiated
by an Employee from the plan of an employer that is not an Affiliated Employer shall
not be taken into account under this Section.
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OBJECTION MY LORD
3) The value of any account balance shall be determined as of the most recent Valuation
Date within the preceding Plan Year, except that in the first Plan Year hereunder such
account balance shall be determined as of the most recent Valuation Date within such
first Plan Year. Such value shall include any contributions allocable as of such date.
4) The value of any account balance shall be increased to include any payment thereof
made hereunder prior to the Valuation Date as of which such value is being determined,
provided any such payment was made within the [NUMBER] Plan Years immediately
preceding the current Plan Year. If an account balance has been fully paid out prior to
such Valuation Date, but within the [NUMBER] Plan Years immediately preceding the
current Plan Year, the amount thereof shall be taken into account, except that such
amount shall not be taken into account hereunder if the paid out amount was either (i)
rolled over or transferred to another plan of the Employer or Affiliated Employer or (ii)
rolled over or transferred to any other plan but not at the direction of the Employee who
had accrued such account.
5) If an Employee or former Employee for whom an account balance was maintained

hereunder died prior to such Valuation Date, the value, if any, taken into account
hereunder with respect to such individual shall include the sum of any payments made
to him prior to such Valuation Date and within the [NUMBER] Plan Years
immediately preceding the current Plan Year, together with the amount, as of such
Valuation Date, of any remaining account balance payable hereunder to the Beneficiary
of such individual plus the sum of any payments made to such Beneficiary hereunder
prior to such Valuation Date and within the [NUMBER] Plan Years immediately
preceding the current Plan Year.
6) If an Employee or former Employee (whether or not deceased) with respect to whom an

account balance would be taken into account, as described above, was previously a key
Employee, but as of the last day of the immediately preceding Plan Year was no longer a
key Employee, then no account balance or payments thereof with respect to him or his
Beneficiary shall be taken into account in making the top heavy determinations
described in this Section.
383
b) Aggregation with Other Plans: The aggregation of this Plan with other plans for purposes of
determining top heavy status shall be in accordance with the following:
1) Required Aggregation: If a key employee under this Plan also participates in another
plan of the Employer or Affiliated Employer which is qualified under [CODE
SECTION] or which is a simplified employee pension plan under [CODE SECTION],
or if this Plan and another plan must be aggregated so that either this Plan or the other
plan will meet the antidiscrimination and coverage requirements of [CODE
SECTION], then this Plan and any such other plan will be aggregated for purposes of
determining top heaviness. This Plan will automatically be deemed top heavy if such
required aggregation of plans is top heavy as a group and will automatically be deemed
not top heavy if such required aggregate of plans is not top heavy as a group.
2) Permissive Aggregation: Any other plan of the Employer or Affiliated Employer which
is qualified under [CODE SECTION] or which is a simplified employee pension plan
under [CODE SECTION], and which is not in the required aggregation referenced in
(1) above, may be aggregated with this Plan (and with any other plan(s) in the required
aggregation group in (1) above) for purposes of determining top heaviness if such
aggregation would continue to meet the antidiscrimination and coverage requirements
of [CODE SECTION]. This Plan will automatically be deemed not top heavy if such
permissive aggregation of plans is not top heavy as a group.
3) Determining Aggregate Top Heavy Status: The top heavy status of the plans as a group
is determined by aggregating the plans' respective top heavy determinations that are
made as of determination dates that fall within the same calendar year.
c) Effects of Top Heaviness: If this Plan becomes top heavy, the following special provisions
shall apply except (i) in the case of an Employee hereunder who is also covered by another
top heavy qualified defined contribution plan of an Affiliated Employer, the top heavy
minimum allocation in (2) below shall not apply if the top heavy minimum allocation under
such other plan is applied to such Employee there under, and (ii) in the case of an Employee
hereunder who is also covered by a top heavy qualified defined benefit plan of an Affiliated
Employer, the top heavy minimum allocation in (2) below shall not apply if the top heavy
minimum benefit under such other plan is applied to such Employee there under, but if
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OBJECTION MY LORD
such top heavy minimum benefit is not applied to such Employee, then the top heavy
minimum allocation in (2) below shall be applied except that the percentage shall be [%].
1) Minimum Vesting: If any Employee is covered under this Plan during any Plan Year
when the Plan is top heavy, he shall, upon his termination of employment, have his
vested percentage determined to be the greater of (i) and (ii) below, but subject to (iii)
below:
i) The vested percentage applicable to the Employee under the regular

vesting provision of this Plan, as hereinbefore set forth, as of the date of
his termination of employment, and
ii) The vested percentage applicable to the Employee under the following
schedule as of the date of his termination of employment:
Employee's Years of Employee's
Vesting Service Vested Percentage
Less than 2 . .. . . . . . . . . . . . . . . . . [%]
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
5 . . . . . . . . . . . . . . . . . . . . . . . . . . . [%]
6 or more . . . . . . . . . . . . . . . . . . . . [%]
iii) In the event the Employee's employment is terminated when the Plan is
no longer top heavy, his vested percentage shall be determined in
385
accordance with the regular vesting provisions of this Plan, as

hereinbefore set forth, except that in no event will his vested benefit be
less than his vested benefit determined as if his employment had
terminated as of the date when the Plan was last top heavy, and the
application of the greater of (i) and (ii) as described above shall be made
if the Employee had at least [NUMBER] years of Vesting Service when
the Plan was last top heavy.
2) Minimum Allocation: If any Employee is covered under this Plan during any Plan Year
when the Plan is top heavy, he shall, during such Plan Year, receive an allocated
Employer contribution (subject to the vesting requirements of this Plan) at least equal
to a percentage of his considered Compensation (defined below) for such Plan Year,
which percentage shall be the lesser of:
i) [%], and
ii) the actual percentage that the allocation, received for such Plan Year by
the key Employee receiving the largest such allocation represented as a
percentage of such key Employee's considered compensation (defined
below).
An Employee's considered Compensation is the amount of Compensation he received from the

Employer of such Plan Year not in excess of [AMOUNT].
3) Limit on Compensation: If this Plan is top heavy at any time during a year when an
Employee received Compensation that is to be taken into account for purposes of
computing his allocation hereunder, such amount of Compensation actually taken into
account hereunder for such year shall not exceed [AMOUNT], subject to cost-of-living
adjustments in accordance with [CODE SECTION].
4) Adjustments to [CODE SECTION] Limits: If this Plan is top heavy during any Plan
Year, the combined plan limitations of [CODE SECTION], as described in Section
10.1 hereof, shall be applied for such Plan Year by substituting "One Hundred Percent
386
OBJECTION MY LORD
(100%)" for "One Hundred Twenty-Five Percent (125%)" wherever the latter term
appears in said Section 10.1 hereof.
10. Administration
10.1 Appointment of Committee:
Responsibility for administration of this Plan shall be with the Employer, which shall be the Plan
Administrator hereunder. The Employer, as Plan Administrator, shall appoint a Committee consisting
of at least [NUMBER] persons who shall assist the Plan Administrator in the administration of this
Plan. All action taken by the Committee shall be deemed actions taken by the Plan Administrator and
the Plan Administrator shall, alone, have fiduciary responsibility in connection with such actions, except
with respect to willful misconduct or gross negligence. All usual and reasonable expenses of the
Committee may be paid in whole or in part by the Plan Administrator, and any expenses not paid by
the Plan Administrator shall be paid by the Trustee out of the principal or income of the Trust.
The members of the Committee shall not receive compensation with respect to their services for the
Committee. The members of the Committee shall serve without bond or security for the performance
of their duties hereunder unless the applicable law makes the furnishing of such bond or security
mandatory or unless required by the Plan Administrator. The Plan Administrator may pay the
premiums on any bond secured under this Section including the purchase of fiduciary liability insurance
for any person who becomes a fiduciary under this Plan.
10.2 Committee Powers and Duties:
The Committee shall have such powers as may be necessary to discharge its duties hereunder, including,
but not by way of limitation, the following powers and duties:
a) to construe and interpret the Plan, decide all questions of eligibility and determine the
amount, manner and time of payment of any benefits hereunder;
b) to prescribe rules for the operation of the Plan;
387
c) to receive from the Employer and from Employees such information as shall be necessary
for the proper administration of the Plan;
d) to employ an independent qualified public accountant to examine the books, records, and
any financial statements and schedules which are required to be included in the annual
report;
e) to file with the appropriate government agency (or agencies) the annual report, plan
description, summary plan description, and other pertinent documents which may be duly
requested;
f) to file such terminal and supplementary reports as may be necessary in the event of the
termination of the Plan;
g) to furnish each Employee and each beneficiary receiving benefits hereunder a summary plan
description explaining the Plan;
h) to furnish any Employee or beneficiary, who requests in writing, statements indicating such
Employee's or beneficiary's total account balances and non-forfeitable benefits, if any;
i) to furnish to an Employee a statement containing information contained in a registration

statement required by [SECTION] of [CODE] prior to the time prescribed by law to file
such registration if such statement contains information regarding the Employee;
j) to maintain all records necessary for verification of information required to be filed with the
appropriate government agency (or agencies);
k) to report to the Trustee all available information regarding the amount of benefits payable
to each Employee, the computations with respect to the allocation of assets, and any other
information which the Trustee may require in order to terminate the Plan;
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OBJECTION MY LORD
l) to delegate to one or more of the members of the Committee the right to act in its behalf in
all matters connected with the administration of the Plan and Trust;
m) to delegate to any individual(s) such of the above powers and duties as the Committee deems
appropriate; and
n) to appoint or employ for the Plan any agents it deems advisable, including, but not limited
to, legal counsel.
The Committee shall have no power to add to, subtract from or modify any of the terms of the Plan,
nor to change or add to any benefits provided by the Plan, nor to waive or fail to apply any requirements
of eligibility for benefits under the Plan. All rules and decisions of the Committee shall be uniformly
and consistently applied to all Employees in similar circumstances.
A majority of the members of the Committee shall constitute a quorum for the transaction of business.
No action shall be taken except upon a majority vote of the Committee members. An individual shall
not vote or decide upon any matter relating solely to himself or vote in any case in which his individual
right or claim to any benefit under the Plan is particularly involved. If, in any case in which a Committee
member is so disqualified to act, and the remaining members cannot agree, the Employer will appoint a
temporary substitute member to exercise all the powers of the disqualified member concerning the
matter in which he is disqualified.
10.3 Claims Procedure:
The Committee may prescribe procedures for obtaining benefits and is required to provide a notice in
writing to any person whose claim for benefits under this Plan has been denied, setting forth (1) the
specific reasons for such denial, (2) the specific reference to pertinent Plan provisions on which the
denial is based, (3) a description of any additional material or information necessary to the claimant to
perfect the claim and an explanation of why such material or information is necessary, and (4) an
389
explanation of the Plan's claim review procedure as described below, including the name and address of
the party to whom an appeal should be sent.
A claimant has the right to appeal a denial of claim by written application to the Committee within
[NUMBER] days of notice of denial or, if no such notice has been given, at the end of the expiration of
a reasonable period of time after the claim was filed. The claimant, or a duly authorized representative,
may review pertinent documents and may submit issues and comments in writing to the Committee.
After the Committee reviews the claims appeal, a final decision shall be made and communicated to the
claimant within [NUMBER] days of receipt of the appeal by the Committee, unless special
circumstances require an extension. Such extension cannot extend beyond [NUMBER] days after
receipt of the appeal by the Committee. The communication shall be set forth in writing in a manner
calculated to be understood by the claimant and shall identify the reasons for the denial and shall
reference any pertinent Plan provisions upon which the denial is based.
10.4 Committee Procedures:
The Committee shall adopt such bylaws as it deems desirable. The Committee shall elect one of its
members as chairman and shall elect a secretary who may, but need not, be a member of the Committee.
The Committee shall advise the Trustee of such elections in writing. The Secretary of the Committee
shall keep a record of all meetings and forward all necessary communications to the Trustee.
10.5 Authorization of Benefit Payments:
The Committee shall issue directions to the Trustee concerning all benefits which are to be paid from
the Trust Fund pursuant to the provisions of the Plan. The Committee shall keep on file, in such
manner, as it may deem convenient or proper, all reports from the Trustee.
10.6 Payment of Expenses:
All expenses incident to the administration, termination or protection of the Plan and Trust, including
but not limited to, actuarial, legal, accounting, and Trustee's fees, shall be paid by the Employer, or if
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OBJECTION MY LORD
not paid by the Employer, shall be paid by the Trustee from the Trust Fund and, until paid, shall
constitute a first and prior claim and lien against the Trust Fund.
10.7 Unclaimed Benefits:
11. During the time when a benefit hereunder is payable to any distributee, the Committee, upon
request by the Trustee, or at its own instance, shall mail by registered or certified mail to such
distributee, at his last known address, a written demand for his then address, or for satisfactory
evidence of his continued life, or both. If such information is not furnished to the Committee
within three (3) months from the mailing of such demand, then the Committee may, in its sole
discretion, determine that such distributee is deceased and may declare such benefit, or any unpaid
portion thereof, suspended as it the death of the distributee (with no surviving beneficiary) had
occurred on the date of the last payment made thereon or the date such distributee first became
entitled to receive benefit payments, whichever is later. Failure to furnish such information shall not
result in the forfeiture of any non-forfeitable benefits and any such declaration by the Committee
shall later be revoked upon a receipt of the requested information by the Committee. All such
unclaimed benefits shall be and remain assets of the Trust and in no event shall they escheat to any
governmental unit under any escheat law.
12. Trust Fund
12.1 Establishment of Trust Fund:
A Trust Fund shall be established for the purpose of receiving contributions, and paying benefits, under
this Plan. A Trustee (or Trustees) shall be appointed under the terms of a trust agreement to administer
the Trust Fund in accordance with the terms of such trust agreement.
12.2 Payment of Contributions to Trust Fund:
All contributions under this Plan shall be paid to the Trustee and shall be held, invested and reinvested
by the Trustee in accordance with the terms of the Trust agreement. All property and funds of the Trust
Fund, including income from investments and from all other sources, shall be retained for the exclusive
benefit of Employees, as provided in the Plan, and shall be used to pay benefits to Employees or their
391
beneficiaries, or to pay expenses of administration of the Plan and Trust Fund, except as provided in
Section 15.4 hereof.
13. Amendments
13.1 Right to Amend:
The Employer reserves the right to make from time to time any amendment or amendments to this Plan
which do not permit reversion of any part of the Trust Fund to the Employer except as provided in
Section 15.4 hereof and which do not cause any part of the Trust Fund to be used for, or diverted to,
any purpose other than the exclusive benefit of Employees included in this Plan.
14. Withdrawal and Termination
14.1 Transfers of Plan Assets and Plan Mergers:
The Plan and Trust shall not be merged or consolidated with, nor shall any Plan assets or liabilities be
transferred to, any other plan, unless either (i) each Participant in the Plan (if the Plan had then
terminated) receives a benefit immediately after such merger, consolidation, or transfer, which is equal
to or greater than the benefit he would have been entitled to receive immediately before such merger,
consolidation, or transfer (if the Plan had then terminated) or (ii) the conditions in (i) are deemed to be
met due to compliance with the procedures set forth in [SECTION] of [CODE] regarding plan mergers
and transfers.
14.2 Plan Termination:
The Employer may at any time, by adoption of a resolution, terminate this Plan. This Plan shall
automatically terminate if the Employer ceases to exist and no successor continues the Plan.
A partial termination of this Plan will occur if required under the qualification requirements of
[SECTION OF CODE].
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OBJECTION MY LORD
14.3 Suspension and Discontinuance of Contributions and Plan Termination:
If the Employer decides it is impossible or inadvisable to continue to make its contributions hereunder,
it shall have the power to:
d) suspend contributions to the Plan; or
c) discontinue contributions to the Plan; or
d) terminate the Plan as to its Employees.
Suspension shall be temporary cessation of contributions and such a suspension which has not ripened
into a complete and permanent discontinuance shall not require any vesting of Individual Accounts.
A discontinuance of contributions, unless considered complete and permanent, shall also not require
any vesting of Individual Accounts. In such event, Employees who become eligible to enter the Plan
subsequent to the discontinuance shall receive no benefit, and no additional benefits attributable to
Employer contributions shall accrue to any of the Members unless contributions are resumed. After the
date of discontinuance of contributions, the Trust shall remain in existence as provided in this Section,
and the provisions of the Plan and Trust shall remain in force as may be necessary in the sole opinion of
the Committee. A certified copy of such decision or resolution shall be delivered to the Trustee, and as
soon as possible thereafter, the Trustee shall send or deliver to each Member or Beneficiary concerned a
copy thereof.
Upon termination, partial termination, or complete discontinuance of contributions to the Plan, the
Individual Accounts of each affected Member not theretofore fully vested shall be and become fully
vested and non-forfeitable in each such Member.
393
14.4 Liquidation of Trust Fund:
Upon termination, or partial termination, of the Plan, the proportionate interests of the affected
Members and their Beneficiaries shall be liquidated after provision is made for the expenses of
administration, termination and liquidation. Thereafter, the Trustee shall distribute as soon as
administratively feasible the amount to the credit of each such Member and Beneficiary as the
Committee shall direct.
15. General Provisions
15.1 Non-guarantee of Employment:
Nothing contained in this Plan shall be construed as a contract of employment between the Employer
and Employee, or as a right of any Employee to be continued in the employment of the Employer, or as
a limitation of the right of the Employer to discharge any of its Employees, with or without cause.
15.2 Manner of Payment:
Wherever and whenever it is herein provided for payments or distributions to be made, whether in
money or otherwise, said payments or distributions shall be made directly into the hands of the Member,
his Beneficiary, his administrator, executor or guardian, as the case may be. Deposit to the credit of a
Member in any bank or trust company selected by the Member or Beneficiary hereunder shall be
deemed payment into his hands, and provided further, that in the event any person otherwise entitled
to receive any payment or distribution shall be a minor or an incompetent, such payment or distribution
may be made to his guardian or other person as may be determined by the Committee.
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OBJECTION MY LORD
15.3 Non-alienation of Benefits:
Benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, prior to being received by the person entitled to the benefit under the terms
of the Plan. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder shall be void. The Trust Fund shall not in
any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any
person entitled to benefits hereunder. None of the unpaid Plan benefits or Trust assets shall be
considered an asset of the Member in the event of his insolvency or bankruptcy.
Notwithstanding the foregoing, the Committee may approve payment to an alternate payee based upon
any "qualified domestic relations order" as defined in [SECTION OF CODE], and such payment shall
not be deemed a prohibited alienation of benefits.
15.4 Amounts Returnable to the Employer:
In no event shall the Employer receive any amounts from the Trust, except such amounts, if any, as set
forth below:
a) In the event of a contribution made by the Employer by a mistake of fact, such

contribution may be returned to such Employer within one year after
payment thereof.
b) If the Employer's determination letter issued by the District Director of

Internal Revenue is an initial determination letter as to such Employer and is
to the effect that the Plan and Trust herein set forth or as amended prior to
the receipt of such letter do not meet the requirements of the [SECTION] of
[CODE] of 1954, such Employer shall be entitled at its option to withdraw,
within one year of the receipt of such letter, all contributions made on and
after its effective date, in which event the Plan and Trust shall then terminate
as if the Plan had never been adopted.
395
c) Each contribution hereunder is conditioned upon the deductibility of such

contribution under [SECTION] of [CODE] and may be returned to the
Employer within one year if such deduction is disallowed (to the extent of the
disallowance).
15.5 Governing Law:
This Plan and each of its provisions shall be construed and their validity determined by the application
of the laws of the State of [name of state] except to the extent such law is preempted by Federal statute.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising [name of document], the Employer has caused its seal to be affixed hereto and these presents
to be duly executed in its name and behalf this [DAY] day of [MONTH], [year].
COMPANY EMPLOYEE
(SEAL)
396
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OBJECTION MY LORD o
p
SIMPLIFIED EMPLOYEE PENSION PLAN y
r
The following document is a model simplified employee pension plan. At the end of a document is a sample i
salary reduction simplified employee plan, which is a SEP with a salary reduction feature tacked on. You g
can modify this form to meet your specific circumstances. Of course, if you intend to use this plan, you should h
make sure that your attorney reviews it and approves any changes you make. t
E
n
TABLE OF CONTENTS v
i
s
i
Article
o
n
C
1. Purpose o
r
p
2. Definitions and Construction o
r
Definitions a
t
Principal Entities
i
Determination of Contribution and Other Definitions o
n
Construction .
2
0
3. Participation and Notifications 0
2
Participation .
Notifications A
l
l
r
4. Contributions
i
Contributions by Participants g
h
t
397 s
r
e
s
e
r
Excess Contributions
Maximum Employer Contributions
5. Benefits
6. Administration
Fiduciary Responsibility
Appointment of Committee
Claims Procedure
Records and Reports
Other Committee Powers and Duties
Rules and Decisions
Notifications and Forms
Indemnification of the Committee
7. Employer Rights
Non-guarantee of Employment
Action by Employer
Choice of Simplified Employee Pension
Amendments
Successor Employer
Right to Terminate
Appendix A
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OBJECTION MY LORD
SEP allowing Salary Reduction
399
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SIMPLIFIED EMPLOYEE PENSION PLAN p
y
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i
1. Purpose
g
h
t
Effective as of [date plan goes into effect], to enable eligible employees to establish individual retirement E
accounts or individual retirement annuities [company name] (the "Employer") decided to adopt the n
Simplified Employee Pension Plan for Employees of [company name] (the "Plan"). The Plan is intended v
to meet the requirements of Section [NUMBER] of [CODE] (the "Code") as from time to time i
amended. s
i
o
The provisions of the Plan, as set forth herein, shall only apply to an eligible employee who is in the n
active employ of the Employer on or after [date of eligibility]. C
o
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p
o
2. Definitions and Construction r
a
t
2.1 Definitions: i
o
Where the following words and phrases appear in this Plan, they shall have the respective meanings set n
forth in this Article, unless the context clearly indicates to the contrary. .
2
0
2.2 Principal Entities: 0
2
.
A
a) Plan: The Simplified Employee Pension Plan for Employees for [company name], the Plan set
l
forth herein, as amended from time to time.
l
r
i
b) Simplified Employee Pension: The retirement savings vehicle chosen by a Participant for deposit g
of contributions made hereunder by the Employer. Such retirement savings vehicle may only be h
either an approved Individual Retirement Account under Section [NUMBER] of the [CODE]. t
s
400
r
e
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OBJECTION MY LORD
c) Employer: [company name], a [legal status (i.e., a corporation)] organized and existing under the
laws of the State of [name of state], or its successor or successors.
d) Committee: The person or persons appointed pursuant to Section 6 to assist the Employer with
Plan Administration in accordance with said Section.
e) Employee: Any person who, on or after the Effective Date, is receiving remuneration for personal
services rendered to the Employer.
f) Participant: An Employee participating in the Plan in accordance with the provisions of Section
3.1.
g) Fiduciaries: The Employer and the Committee, but only with respect to the specific
responsibilities of each for Plan administration, all as described in Section 6.1.
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2.3 Determination of Contribution and Other Definitions: p
y
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a) Participation: The period or periods during which an Employee participates in this Plan as i
determined in accordance with Section 3.1. g
h
t
b) Compensation: The total of all amounts paid to a Participant for a given Year by the Employer E
for personal services and reported as wages for purposes of income tax, or substitute, less (1) n
amounts paid while covered by a collective bargaining agreement which does not provide for v
inclusion hereunder, (2) the cost of providing group term life insurance in excess of the statutory i
amount, (3) reimbursed moving expenses, (4) any other amount required to be reported which s
is not direct compensation for services performed and (5) amounts in excess of [AMOUNT]. i
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401 o
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p
o
r
a
c) Effective Date: [The effective date], the date on which the provisions of this Plan became
effective.
d) Year: The 12-month period commencing on January 1 and ending on December 31.
e) Code: The [CODE], as amended from time to time.
2.3 Construction:
The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender,
unless the context clearly indicates to the contrary. The words "hereof," "herein," "hereunder" and other
similar compounds of the word "here" shall mean and refer to the entire Plan and not to any particular
provision, Section or Article. Article and Section headings are for convenience of reference and not
intended to add to or subtract from the terms of this Plan.
3. Participation and Notifications
3.1 Participation:
Except for an Employee who, for the entire Year was covered by a collective bargaining agreement which
does not provide for his inclusion hereunder, an Employee shall participate in the Plan for any Year in
which he meets the following requirements:
a) he attains age [AGE] or older
b) he has performed services for the Employer at some time during the Year
c) his Compensation for the Year is [AMOUNT] or greater, and
402
OBJECTION MY LORD
d) the given Year is preceded by a [NUMBER]-year period that includes at least three Years in each
of which he has performed services for the Employer at some time during the Year
3.2 Notifications:
The Committee shall notify an Employee in writing when he first becomes a Participant. Such
notification shall include information required to be furnished by [AGENCY]. Such notification shall
also advise the Participant that he should establish a Simplified Employee Pension and the date by which
the establishment should be accomplished. If the Participant fails to notify the Committee of the
establishment of a Simplified Employee Pension as of the prescribed date, the Committee shall choose
a Simplified Employee Pension for such Participant and execute such forms and documents as may be
necessary to establish a Simplified Employee Pension for and on behalf of such Participant.
If the Participant's Simplified Employee Pension does not accept contributions for the Year in which
the Participant attains age [AGE], the Committee shall choose a Simplified Employee Pension for such
Participant, for such Year and succeeding Years unless the Participant notifies the Committee that he
has chosen an alternate Simplified Employee Pension.
4. Contributions
NOTE: The following Section 4.1 incorporates the requirements of [CODE] regarding the permitted
disparity in plan contributions. The contribution percentage for compensation above a certain level
cannot exceed the contribution percentage on compensation below a certain level by more than the
lesser of:
a) the contribution percentage on compensation below a certain level, or
b) the greater of:
i) [%], or
403
ii) the percentage equal to the portion of the rate under [CODE] (in effect
as of the beginning of the year) which is attributable to old-age insurance.
4.1 Employer Contributions On and After [DATE]:
Each Year the Employer shall determine whether or not a contribution will be made under the Plan for
that Year. If the Employer determines that a contribution will be made for a Year, then, subject to the
provisions of Section 4.4, the contribution made on behalf of each Employee who is a Participant for
that Year shall be equal to:
a) a percentage of Compensation, as determined by the Employer, payable to all Participants;
b) to the extent any contribution has not been allocated under (a) above, an additional allocation
shall be made to all Participants considering only their compensation in excess of the social
security wage base for the Year. The percentage for any additional allocation under this Section
4.1(b) shall not exceed the lesser of:
i) the percentage used under Section 4.1(a) above, or
ii) the greater of:
a) [%], or
b) the percentage equal to the portion of the rate under [CODE] (in effect as of
the beginning of the Year) which is solely attributable to old-age insurance.
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OBJECTION MY LORD
c) to the extent any contribution remains after the allocations under Sections
4.1(a) and (b) above, the remainder shall be allocated to all Participants based
on their Compensation for the Year.
However, the contribution made on behalf of any Participant for any Year may not exceed [AMOUNT]
(*minus any Employer contribution made on the Employee's behalf pursuant to Section 4.2). Except to
the extent provided in this Section 4.1, contributions to any one Participant shall bear a uniform
relationship to the Compensation of each Participant receiving a contribution under this Plan.
The [AMOUNT] limitation referred to above shall be increased in accordance with the increases made
to the limit defined under [CODE].
The contributions of the Employer made on behalf of each Participant shall be paid directly to, and
deposited in, the Simplified Employee Pension of each such Participant and shall be paid no later than
[NUMBER] months after the close of the Year.
4.2 Contributions by Participants:
Participants are not permitted to make contributions under this Plan. However, the Simplified
Employee Pension chosen by the Participant may allow for additional contributions by the Participant,
but such contributions shall not be deemed to be made under this Plan.
If the Committee chooses a Simplified Employee Pension for the Participant pursuant to the provisions
of Section 3.2, such Simplified Employee Pension shall not provide for Participant contributions there
under.
4.3 Excess Contributions:
An excess Employer contribution on behalf of a Participant shall exist for a Year if it exceeds one of the
following:
405
a) the lesser of [AMOUNT] or [%] of the Participant's Compensation for such Year, or
b) the amount determined by the Employer to be contributed for the Participant for such Year
pursuant to the provisions of Section 4.1.
Except as provided by the remaining provisions of this Section, if an excess contribution is made by the
Employer on behalf of a Participant, such excess shall be used as payment or partial payment of the
Employer's contribution to such Participant's Simplified Employee Pension for the next succeeding
Year.
If, by [DATE] immediately following the Year for which an excess contribution is made, it cannot be
determined by the Employer whether the excess contribution will cause yet another excess contribution
for the current Year, then the Committee shall notify the Participant that an excess contribution has
been made on his behalf.
Upon receipt of notification of an excess contribution, the Participant may either withdraw the excess
contribution prior to the due date (not including extensions) for filing his tax return for the Year for
which the excess contribution was made or he may treat it as a Participant contribution if his Simplified
Employee Pension allows for such treatment. If the Participant does not withdraw the excess
contribution within such time period, he shall be responsible to pay the [%] penalty tax, if any, associated
with such excess contribution until such time as the excess is eliminated by withdrawal or by treating it
as a Participant contribution to his Simplified Employee Pension, if allowed. If such withdrawal is
subject to a [%] tax for early withdrawal, the Participant shall be responsible to pay such tax.
4.4 Maximum Employer Contributions:
Notwithstanding anything contained herein, the Employer contribution to be made on behalf of any
Participant for any Year shall be reduced to the extent necessary to prevent disqualification of the Plan
under Section [NUMBER] of the [CODE].
If the Participant was a participant at any time in [Name of Plan] Defined Benefit Plan which was
maintained by the Employer prior to its termination on [Date], the sum of his Defined Benefit Plan
406
OBJECTION MY LORD
Fraction and his Defined Contribution Plan Fraction for any Year may not exceed [AMOUNT]. The
"Defined Benefit Plan Fraction" for any Year is a fraction, the numerator of which is the Participant's
projected annual benefit under the [Name of Plan] Defined Benefit Plan (determined at the close of the
Year) and the denominator of which is the Participant's projected annual benefit (determined as of the
close of the Year) if such plan provided the maximum benefit allowable under Section [NUMBER] of
the [CODE]. The "Defined Contribution Plan Fraction" for any Year is a fraction, the numerator of
which is the sum of the Employer's contribution to be made under Section 4.1 for such Participant for
such Year, plus the Employer's contributions made under this Plan for the Participant for all prior Years
and the denominator of which is the maximum amount of annual contributions which could have been
made under Section [NUMBER] of the [CODE] for such Year and for all prior Years of such
Participant's employment (assuming for this purpose that said Section [NUMBER] had been in effect
during such prior Years). If the Participant's Defined Benefit Plan Fraction for any Year plus the Defined
Contribution Plan Fraction for such Year exceeds [AMOUNT], then the Employer's contribution for
the Participant for such Year shall be reduced to the extent necessary to eliminate the excess. The
Committee shall advise affected Participants of any limitation on their Employer contributions
hereunder required by this Section.
5. Benefits
NOTE: Unlike a qualified retirement plan, a participant can withdrawal SEP contributions without
having to show a financial hardship. The Participant would owe federal and possibly state income taxes,
plus, unless certain conditions are satisfied, a [%] additional income tax.
All contributions made to this Plan by the Employer on behalf of a Participant shall be fully vested and
non-forfeitable at all times.
The right of a Participant to withdraw amounts contributed by the Employer on his behalf shall not in
any way be restricted by the Employer, the Plan, or the Simplified Employee Pension chosen for a
Participant by the Committee.
407
If a Participant does withdraw amounts from his Simplified Employee Pension, the Participant shall be
responsible to pay the [%] penalty tax, if any, which may be associated with the Participant's withdrawal.
In the event of a Participant's death, disposition of the Participant's Simplified Employee Pension shall
be governed by the terms of his Simplified Employee Pension.
6. Administration
6.1 Fiduciary Responsibility:
The Fiduciaries shall have only those specific powers, duties, responsibilities and obligations as are
specifically given them under this Plan. The Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1 and Section 4.2, and shall have the sole authority to
appoint and remove members of the Committee, to choose the Simplified Employee Pension that will
be utilized for Participants who either fail to choose their own or choose a Simplified Employee Pension
that will not accept certain contributions made hereunder, and to amend or terminate this Plan. The
Committee shall have the sole responsibility for the administration of this Plan, which responsibility is
specifically described in this Plan.
6.2 Appointment of Committee:
The Plan shall be administered by a Committee consisting of at least one person who shall be appointed
by and serve at the pleasure of the Board of Directors of the Employer. All usual and reasonable expenses
of the Committee shall be paid by the Employer. Any members of the Committee who are Employees
shall not receive compensation with respect to their services for the Committee.
6.3 Claims Procedure:
The Committee shall make all determinations as to the eligibility of any Employee for Plan Participation
or an Employer contribution. Any denial by the Committee of the claim for benefits under the Plan by
an Employee shall be stated in writing by the Committee and delivered or mailed to the Employee; and
such notice shall set forth the specific reasons for the denial, written to the best of the Committee's
ability in a manner that may be understood without legal or actuarial counsel. In addition, the
408
OBJECTION MY LORD
Committee shall afford a reasonable opportunity to any Employee whose claim for benefits has been
denied for a review of the decision denying the claim.
6.4 Records and Reports:
The Committee shall exercise such authority and responsibility as it deems appropriate in order to
comply with governmental regulations relating to records of Employer contributions made hereunder,
notifications to Participants, and reports, if any, to the [GOVERNMENT AGENCY] or to the
[LABOR DEPARTMENT].
6.5 Other Committee Powers and Duties:
The Committee shall have such duties and powers as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the following:
a) to construe and interpret the Plan and decide all questions of eligibility;
b) to prepare and distribute, in such manner as the Committee determines to be appropriate,

information explaining the Plan;
c) to receive from the Employer and from Participants such information as shall be necessary
for the proper administration of the Plan;
d) to furnish the Employer, upon request, such annual reports with respect to the
administration of the Plan as are reasonable and appropriate;
e) to appoint or employ individuals to assist in the administration of the Plan and any other
agents it deems advisable, including legal counsel;
409
f) to follow the Employer's choice of Simplified Employee Pension when it is the responsibility
of the Committee hereunder to establish a Simplified Employee Pension for a Participant.
The Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or
to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of
eligibility under the Plan.
6.6 Rules and Decisions:
The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and
decisions of the Committee shall be uniformly and consistently applied to all Participants in similar
circumstances. When making a determination or calculation, the Committee shall be entitled to rely
upon information furnished by a Participant, the Employer or the legal counsel of the Employer.
6.7 Notifications and Forms:
The Committee may require a Participant to complete and file with the Committee any and all forms
approved by the Committee, and to furnish all pertinent information requested by the Committee. The
Committee may rely upon all such information so furnished it, including the Participant's current
mailing address.
6.8 Indemnification of the Committee:
The Committee and the individual members thereof shall be indemnified by the Employer against any
and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating
thereto.
7. Employer Rights
7.1 Non-guarantee of Employment:
Nothing contained in this Plan shall be construed as a contract of employment between the Employer
and any Employee, or as a right of any Employee to be continued in the employment of the Employer,
or as a limitation of the right of the Employer to discharge any of its Employees, with or without cause.
410
OBJECTION MY LORD
7.2 Action by Employer:
Any action by the Employer under this Plan may be by any person or persons duly authorized to take
such action.
7.3 Choice of Simplified Employee Pension:
The Employer shall choose the particular Simplified Employee Pension which will be utilized by the
Committee for establishing individual Simplified Employee Pensions for Participants who fail to do so
or for Participants whose Simplified Employee Pensions do not accept contributions made by the
Employer hereunder.
The Simplified Employee Pension chosen by the Employer shall provide for the following:
a) no restrictions on withdrawals
b) acceptance of Employer contributions from and after the Year in which the Participant
attains age [AGE]
c) no contributions by a Participant
d) no rollover contributions, as defined in the Code, by a Participant, and
e) such other terms and conditions as may be chosen by the Employer.
7.4 Amendments:
411
The Employer reserves the right to make from time to time any amendment or amendments to this Plan
which do not cause any part of Employer contributions hereunder to be used for, or diverted to, any
purpose other than the exclusive benefit of Participants, provided however, that the Employer may
make any amendment it determines necessary or desirable, with or without retroactive effect, to comply
with the Code or any other federal law and regulations issued pursuant thereto.
412
OBJECTION MY LORD
7.5 Successor Employer:
In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may
be made by which the Plan will be continued by the successor; and, in that event, such successor shall
be substituted for the Employer under the Plan. The substitution of the successor shall constitute an
assumption of Plan liabilities by the successor and the successor shall have all of the powers, duties and
responsibilities of the Employer under the Plan.
7.6 Right to Terminate:
The Plan is intended to be permanent but the Employer reserves the right to terminate the Plan at any
time. In the event of the dissolution, merger, consolidation, or reorganization of the Employer, the Plan
shall terminate unless it is continued by a successor to the Employer in accordance with Section 7.5.
413
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STOCK OPTION AGREEMENT r
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THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR h
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR t
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED E
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN n
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH v
REGISTRATION IS NOT REQUIRED UNDER THE [ACT], AS AMENDED. i
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This Stock Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth o
below (the “Date of Grant”) n
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BETWEEN: [COMPANY NAME] (the "Company), a corporation organized and existing under p
the laws of the [STATE/PROVINCE], with its head office located at: o
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AND: [OPTIONEE NAME] (the "Optionee"), an individual with his main address at: t
i
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Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s [Year n
of Plan] Stock Option & Incentive Plan (the “Plan”). .
2
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2
Total Option Shares: .
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Exercise Price Per Share: l
Date of Grant: l
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First Vesting Date: i
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Expiration Date for Exercise of Options: h
Type of Stock Option: t
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OBJECTION MY LORD
[ ] Statutory Stock Option
23. Grant of Option
The Company hereby grants to Optionee an option (the “Option”) to purchase the total number of
shares of Common Stock of the Company set forth above (the “Shares”) at the Exercise Price Per Share
set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and
the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an
“incentive stock option” (“ISO”) within the meaning of Section [number] of the [CODE], as amended
(the “Code”). Only Employees of the Company shall receive ISOs.
24. Exercise Price
a. Vesting
415
416
OBJECTION MY LORD
exercise price.
such Shares.
417
418
OBJECTION MY LORD
shall terminate.

terminate.
c. During the term of this Option while an Employee of the Company and having been in
419
d. During the [NUMBER] day period specified in Section 7 or the [NUMBER] year
terminate.
33. Term of Option
Sections.
420
OBJECTION MY LORD
37. Damages
38. Governing Law
421
39. Delay
power or remedy.
40. Restrictions
Agreement.
iv. Optionee may sell, assign or transfer any Shares held by the Optionee but only by
v. Optionee may sell, assign or transfer any Shares held by the Optionee without
422
OBJECTION MY LORD

vi. Upon the death of Optionee, Shares held by the Optionee may be transferred to the
a. 2) No Pledge
iii. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE

423

THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS ©
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THEREIN SET FORTH.
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iv. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER p
OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO y
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT r
THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER i
OF CORPORATIONS OF THE STATE OF [STATE/PROVINCE], g
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. h
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b. 1) Sales of Shares E
iii. Company's Right of First Refusal. In the event that the Optionee shall desire to sell, n
assign or transfer any Shares held by the Optionee to any other person (the "Offered v
Shares") and shall be in receipt of a bona fide offer to purchase the Offered Shares i
("Offer"), the following procedure shall apply. The Optionee shall give to the s
Company written notice containing the terms and conditions of the Offer, i
including, but not limited to (a) the number of Offered Shares; (b) the price per o
Share; (c) the method of payment; and (d) the name(s) of the proposed purchaser(s). n
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An offer shall not be deemed bona fide unless the Optionee has informed the prospective purchaser of o
the Optionee's obligation under this Option and the prospective purchaser has agreed to become a party r
hereunder and to be bound hereby. The Company is entitled to take such steps as it reasonably may p
deem necessary to determine the validity and bona fide nature of the Offer. o
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a
Until [NUMBER] days after such notice is given, the Company or its designee shall have the right to t
purchase all of the Offered Shares at the price offered by the prospective purchaser and specified in such i
notice. Such purchase shall be on the Agreement Terms, as defined in subsection (b)(4). o
n
iv. Failure of Company or its Designee to Purchase Offered Shares. If all of the Offered .
Shares are not purchased by the Company and/or its designee within the 2
[NUMBER]-day period granted for such purchases, then any remaining Offered 0
Shares may be sold, assigned or transferred pursuant to the Offer; provided, that the 0
Offered Shares are so transferred within [NUMBER] days of the expiration of the 2
[NUMBER]-day period to the person or persons named in, and under the terms .
A
l
424
l
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OBJECTION MY LORD
and conditions of, the bona fide Offer described in the notice to the Company; and
provided further, that such persons agree to execute and deliver to the Company a
iii. Delivery of Shares and Closing Date. At the closing, the Optionee, the Optionee's
mutually agree.
iv. Payment of Purchase Price. The Company shall pay the purchase price to the
vi. an attempt by a creditor to levy upon or sell any of the Optionee's Shares;
425
vii. the filing of a petition by the Optionee under the [COUNTRY] Bankruptcy Code
viii. the filing of a petition against Optionee under any insolvency or bankruptcy laws
ix. the entry of a decree of divorce between the Optionee and the Optionee's spouse; or
x. If Optionee is an employee of the Company, upon the termination of Optionee's

c. 1) Termination
events:
vii. cessation of the Company's business;
viii. bankruptcy, receivership or dissolution of the Company;
ix. ownership of all of the issued and outstanding shares of the Company by a single
x. written consent or agreement of the shareholders of the Company holding 50% of

xi. consent or agreement of a majority of the members of the Board of Directors of the
Company; or
xii. registration of any class of equity securities of the Company pursuant to

c. 2) Amendment
41. Market Standoff
426
OBJECTION MY LORD
period.
44. Notices
427
NAME AND TITLE

Dated: [DATE]
OPTIONEE
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OBJECTION MY LORD
C ONSENT OF S POUSE
NAME OF SPOUSE
(SEAL)
429
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[YEAR] STOCK OPTION AND INCENTIVE PLAN n
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OBJECTION MY LORD
TABLE OF CONTENT
1. PURPOSES OF THIS PLAN
2. DEFINITIONS
3. STOCK SUBJECT TO THIS PLAN
4. ADMINISTRATION OF THIS PLAN
5. ELIGIBILITY
6. TERM OF PLAN
7. EXERCISE PRICE AND CONSIDERATION
8. OPTIONS
9. STOCK PURCHASE RIGHTS
10. STOCK APPRECIATION RIGHTS
11. RESTRICTED SHARES
12. PERFORMANCE UNITS AND PERFORMANCE SHARES
13. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR OTHER

EVENTS
15. TIME OF GRANT
16. AMENDMENT AND TERMINATION
17. CONDITIONS UPON ISSUANCE OF SHARES
18. RESERVATION OF SHARES
19. OPTION, STOCK PURCHASE AND STOCK BONUS AGREEMENTS
20. SHAREHOLDER APPROVAL
21. INFORMATION TO OPTIONEES AND PURCHASERS
431
22. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT OR CONSULTING

SERVICES
23. RIGHTS OF FIRST REFUSAL AND REPURCHASE
24. WITHHOLDING
25. SEPARABILITY
26. NON-EXCLUSIVITY OF THIS PLAN
27. GOVERNING LAW
28. CANCELLATION OF AND SUBSTITUTION FOR NONSTATUTORY OPTIONS
29. MARKET STANDOFF
Exhibit 1 – Form of Stock Option Agreement
432
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OBJECTION MY LORD C
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[NAME OF CORPORATION] p
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[YEAR] STOCK OPTION AND INCENTIVE PLAN i
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2. Purposes of this Plan t
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The general purpose of this [YEAR] Stock Option and Incentive Plan is to promote the interests of the
i
Company and its shareholders by (i) providing certain Employees of and Consultants to the Company
s
with additional incentives to continue and increase their efforts with respect to achieving success in the
i
business of the Company, its Affiliates and its Subsidiaries, and (ii) attracting and retaining the best
o
available personnel to participate in the ongoing business operations of the Company and its
n
Subsidiaries.
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Options granted under this Plan may be either Incentive Stock Options or Non-statutory Stock p
Options, as determined at the discretion of the Board and as reflected in the terms of the written option o
agreements. The Board may also grant Stock Purchase Rights hereunder. r
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3. Definitions i
o
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As used in this Plan, the following definitions shall apply: .
2
0
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“Affiliates” means any other entity directly or indirectly controlling, controlled by, or under common
2
control, with the Company. .
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“Affiliated SAR” means a SAR that is granted in connection with a related Option, and which will l
be deemed to automatically be exercised simultaneous with the exercise of the related Option. r
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433
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“Award” means, individually or collectively, a grant under this Plan, including any Nonqualified Stock
Options, Incentive Stock Options, SARs, Restricted Stock, Performance Units, or Performance Shares.
“Award Agreement” means an agreement entered into by each Participant and the Company, setting
forth the terms and provisions applicable to Awards granted to Participants under the Plan.
“Board” shall mean the Committee, if one has been appointed, or the Board of Directors of the
Company, if no Committee is appointed.
“Board of Directors” means the full Board of Directors of the Company.
“Code” shall mean the [CODE], as amended from time to time, or any successor statute or statutes
thereto. Reference to any particular Code section shall include any successor section.
“Committee” shall mean the Committee appointed by the Board of Directors in accordance with
Section 4(a) of this Plan, if one is appointed, or if no Committee is appointed, the Board of Directors.
“Common Stock” shall mean the Common Stock of the Company.
“Company” shall mean [COMPANY], a [STATE/PROVINCE] corporation.
“Consultant” shall mean any person who is engaged by the Company or by any Parent or Subsidiary
to render consulting services and is compensated for such consulting services, and any director of the
Company whether compensated for such services or not.
“Continuous Status as an Employee” shall mean the absence of any interruption or termination of
service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the
case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such
leave is for a period of not more than [NUMBER] days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
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OBJECTION MY LORD
“Disinterested Person” shall mean a member of the Board of Directors of the Company: (i) who was
not during the one year prior to service as an administrator of this Plan granted or awarded equity
securities pursuant to this Plan, or any other plan of the Company or any of its affiliates entitling the
participants therein to acquire equity securities of the Company or any of its affiliates; or (ii) who is
otherwise considered to be a “disinterested person” in accordance with [RULE], or any other applicable
rules, regulations or interpretations of the [COMMISSION].
“Employee” shall mean any person, including officers and directors, employed by the Company or any
Parent or Subsidiary of the Company as a common-law employee. The payment of a director's fee by
the Company shall not be sufficient to constitute “employment” by the Company.
“[ACT]” shall mean the [ACT], as amended.
“Freestanding SAR” means a SAR that is granted independently of any Options.
“Incentive Stock Option” shall mean an Option intended to qualify as an incentive stock option
within the meaning of [SECTION OF CODE].
“Major Event” shall be deemed to have occurred if (i) there shall be consummated any consolidation
or merger of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's common stock would be converted into cash, securities or
other property, other than a merger of the Company in which the holders of the Company's common
stock immediately prior to the merger generally have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger; (ii) there shall be consummated any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; (iii) proceedings or actions for the liquidation or
dissolution of the Company are initiated by the Company; or (iv) any “person” (as defined in Section
[NUMBER] of the [ACT]) (other than persons who beneficially own more than [%] of the capital stock
of the Company on a fully diluted and as converted basis outstanding as of the date of adoption of this
Plan by the Board of Directors) becomes the “beneficial owner” (as defined in [SECTION] under the
[ACT]), directly or indirectly, of [%] or more of the Company's outstanding capital stock on a fully
diluted and as converted basis at such time; provided, however, that a “Major Event” shall not be deemed
435
to have occurred solely by reason of the consummation of a public offering by the Company of common
stock registered.
“Non-statutory Stock Option” shall mean an Option which is not intended to qualify as an Incentive
Stock Option.
“Option” shall mean a stock option granted pursuant to this Plan.
“Optioned Stock” shall mean the Common Stock subject to an Option. ©

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“Optionee” shall mean an Employee or Consultant who receives an Option. p
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“Parent” shall mean a “parent corporation”, whether now or hereafter existing, as defined in y
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“Participant” means an Employee of the Company who has outstanding an Award granted under the h
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Plan. t
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“Performance Unit” means an Award granted to an Employee pursuant to Section [NUMBER]. i
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“Performance Share” means an Award granted to an Employee, pursuant to Section [NUMBER] s
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herein. i
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“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is p
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limited in some way (based on the passage of time, the achievement of performance goals, or upon the o
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occurrence of other events as determined by the Committee, in its discretion), and the Shares are subject r
p
to a substantial risk of forfeiture, as provided in Section 11. a
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“Plan” shall mean this [YEAR] Stock Option and Incentive Plan. o
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OBJECTION MY LORD
“Purchaser” shall mean an Employee or Consultant who exercises a Stock Purchase Right.
“Restricted Stock” means an Award granted to a Participant pursuant to Section 11.
“Share” shall mean a share of Common Stock, as adjusted in accordance with Section 14 of this Plan.
“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related
Option, designated as a SAR, pursuant to the terms of Section 10.
“Stock Purchase Right” shall mean a right to purchase Common Stock pursuant to this Plan or the
right to receive a bonus of Common Stock for past services.
“Subsidiary” shall mean a “subsidiary corporation”, whether now or hereafter existing.
“Tandem SAR” means a SAR that is granted in connection with a related Option, the exercise of
which shall require forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the Option, a SAR shall similarly be cancelled).
4. Stock Subject to this Plan
Subject to the provisions of Section 14 of this Plan, the maximum aggregate number of Shares under
this Plan is [Number]. The Shares may be authorized but unissued, or reacquired Common Stock, or
both. If an Option or Stock Purchase Right should expire, terminate, be cancelled or become
unexercisable for any reason without having been exercised in full, then the unpurchased Shares which
were subject thereto shall, unless this Plan shall have been terminated, become available for future grant
437
or sale under this Plan. In addition, Shares issued under this Plan and later repurchased or otherwise
reacquired by the Company shall, unless this Plan shall have been terminated, become available for
future grant or sale under this Plan.
5. Administration of this Plan
4.1 Procedure
This Plan shall be administered by the Board of Directors of the Company unless and until the Board
of Directors delegates administration to a Committee, as provided in this Section 4(a). Subject to Section
4(a)(ii), the Board of Directors may appoint a Committee consisting of not less than two persons to
administer this Plan on behalf of the Board of Directors, subject to such terms and conditions not
inconsistent with this Plan as the Board of Directors may prescribe. Once appointed, the Committee
shall continue to serve until otherwise directed by the Board of Directors. Members of the Board who
are either eligible for Options and/or Stock Purchase Rights or have been granted Options and/or Stock
Purchase Rights may vote on any matters affecting the administration of this Plan or the grant of any
Options and/or Stock Purchase Rights pursuant to this Plan, except that no such member shall act upon
the granting of an option to such member, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which action is taken with respect to the
granting of Options and/or Stock Purchase Rights to such member.
Notwithstanding the foregoing Section 4(a)(i), if the Company registers any class of any equity security
pursuant to Section [NUMBER] of the [ACT], from the effective date of such registration until
[NUMBER] months after the termination of such registration, any grants of Options and/or Stock
Purchase Rights to directors or officers who are subject to Section 16 of the [ACT] shall be made only
by a Committee consisting of two or more persons, each of whom shall be a Disinterested Person (if
necessary to meet the requirements of [RULE]promulgated under the [ACT]). The Board shall
otherwise comply with the requirements of [RULE]promulgated under the [ACT], as from time to
time in effect, unless the Board expressly declares that any such requirement shall not apply.
Subject to the foregoing Sections 4(a)(i) and 4(a)(ii), from time to time the Board of Directors may
increase the size of the Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefore, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer this Plan. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board of Directors.
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OBJECTION MY LORD
4.2 Powers of the Board.
5 Subject to the provisions of this Plan, the Board shall have plenary authority, in its discretion and
without limitation, to do the following: (i) to grant Incentive Stock Options, Non-statutory Stock
Options or Stock Purchase Rights; (ii) to determine, upon review of relevant information and in
accordance with Section 7 of this Plan, the fair market value of the Common Stock; (iii) to
determine the exercise price per share of Options or Stock Purchase Rights to be granted, which
exercise price shall be determined in accordance with Section 7 hereof; (iv) to determine the
Employees or Consultants to whom, and the time or times at which, Options or Stock Purchase
Rights shall be granted and the number of Shares to be represented by each Option or Stock
Purchase Right; (v) to interpret this Plan; (vi) to prescribe, amend and rescind rules and regulations
relating to this Plan, and in the exercise of this power, to correct any defect, omission or
inconsistency in this Plan or in any agreement relating to an Option or Stock Purchase Right, in a
manner and to the extent the Board shall deem necessary or expedient to make this Plan fully
effective; (vii) to determine the terms and provisions of each Option or Stock Purchase Right
granted (which need not be identical) and, with the consent of the holder thereof, modify or amend
each Option or Stock Purchase Right; (viii) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option or Stock Purchase Right
previously granted by the Board; and (ix) to make all other determinations deemed necessary or
advisable for the administration of this Plan.
5.1 Board Determinations
In making determinations under this Plan, the Board may take into account the nature of the services
rendered by the respective Employees and Consultants, their present and potential contributions to the
success of the Company, or its Subsidiaries, as the case may be, and such other factors as the Board in its
discretion shall deem relevant. All decisions, determinations and interpretations of the Board shall be
final and binding on all Optionees, Purchasers and any other holders of any Options and/or Stock
Purchase Rights granted under this Plan.
6. Eligibility
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Options and Stock Purchase Rights may be granted to Employees and Consultants, provided that
Incentive Stock Options may only be granted to Employees. An Employee or Consultant who has been
granted an Option or Stock Purchase Right may, if such Employee or Consultant is otherwise eligible,
be granted additional Option(s) or Stock Purchase Right(s).
No Incentive Stock Option may be granted to an Employee which, when aggregated with all other
Incentive Stock Options granted to such Employee by the Company or by any Parent or Subsidiary,
would result in Shares having an aggregate fair market value (determined for each Share as of the date of
grant of the Option covering such Share) in excess of [AMOUNT] (or such different amount as
provided for under the Code requirements for Incentive Stock Options) becoming first available for
purchase upon exercise of one or more incentive stock options during any calendar year.
Section 5(b) of this Plan shall apply only to an Incentive Stock Option evidenced by a stock option
agreement which sets forth the intention of the Company and the Optionee that such Option shall
qualify as an Incentive Stock Option. Section 5(b) of this Plan shall not apply to any Option evidenced
by a stock option agreement which sets forth the intention of the Company and the Optionee that such
Option shall be a Non-statutory Stock Option.
On and after the effective date of the registration of any class of equity security of the Company
pursuant to Section [NUMBER] of the [ACT], a member of the Board of Directors who is not an
Employee shall not be eligible for the benefits of this Plan unless at the time an Option or Stock Purchase
Right is granted to such member, the Board expressly declares that such exclusion will not apply.
7. Term of Plan
This Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or
its approval by vote of the holders of a majority of the outstanding shares of the Company entitled to
vote on the adoption of this Plan. It shall continue in effect for a term of [NUMBER] years unless
sooner terminated under Section 16 of this Plan.
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OBJECTION MY LORD
8. Exercise Price and Consideration
The per share exercise price for the Shares to be issued pursuant to exercise of an Option or Stock
Purchase Right shall be such price as is determined by the Board, but shall be subject to the following
provisions:
In the case of an Incentive Stock Option:
a) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns
stock representing more than [%] of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per share exercise price shall be no less than [%] of the fair market
value per share on the date of grant.
b) granted to any Employee other than an Employee described in Section 7(a)(i)(A), the per share
exercise price shall be no less than [%] of the fair market value per Share on the date of grant.
In the case of a Non-statutory Stock Option:
a) granted to an Employee or Consultant who, at the time of the grant of such Option, owns stock
representing more than [%] of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per share exercise price shall be no less than [%] of the fair market value
per share on the date of the grant.
b) granted to any Employee or Consultant, other than an Employee or Consultant described in

Section 7(a)(ii)(A), the per share exercise price shall be no less than [%] of the fair market value
per share on the date of grant.
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In the case of a Stock Purchase Right granted to any person, the per share exercise price shall be no less
than [%] of the fair market value per share on the date of grant; provided, however, that if such person
at the time of the grant of such Stock Purchase Right, owns stock representing more than [%] of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the per share exercise
price shall be no less than [%] of the fair market value per share on the date of the grant.
Fair market value shall be determined by the Board in its discretion; provided, however, that where there
is an active public market for the Common Stock, the fair market value per share shall be determined as
follows:
a) If the Company's Common Stock is traded on an exchange or is quoted on the National

Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) National Market
System, then the closing or last sale price, respectively, on the date of grant, as reported in the
Wall Street Journal (or, if not so reported, as otherwise reported by the NASDAQ System).
b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National
Market System but is traded in the over-the-counter market, then the mean of the closing bid
and asked prices on the date of grant as reported in the Wall Street Journal (or, if not so reported,
as otherwise reported by the NASDAQ System).
The consideration to be paid for the Shares to be issued upon exercise of an Option or Stock Purchase
Right, including the method of payment, shall be determined by the Board and may consist entirely of
cash, check, promissory note or other deferred payment arrangement, other Shares of Common Stock
having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option or Stock Purchase Right shall be exercised, or any combination of such methods
of payment, or such other consideration and method of payment for the issuance of Shares to the extent
permitted under applicable law. In making its determination as to the type of consideration to accept,
the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the
Company.
9. Options
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OBJECTION MY LORD
8.1 Term of Option
The term of each Option shall be [NUMBER] years from the date of grant thereof or such longer term
(up to 10 years) as may be provided in the stock option agreement relating to such Option; provided
that the term of a Non-statutory Stock Option may, as provided in Section 8(b)(iv), be extended for a
period of up to [NUMBER] months. However, in the case of an Option granted to an Employee who,
at the time the Option is granted, owns stock representing more than [%] of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be
[NUMBER] years from the date of grant thereof or such shorter time as may be provided in the stock
option agreement relating to such Option.
8.2 Exercise of Option
a) Procedure for Exercise; Rights as a Shareholder
Any Option granted under this Plan shall be exercisable at such times and under such conditions as
determined by the Board, such as vesting conditions and/or performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of this Plan.
Notwithstanding anything herein to the contrary, no Option granted hereunder shall have a vesting
period in excess of [NUMBER] years.
An Option may, but need not, include a provision whereby at any time prior to termination of the
Optionee's Continuous Status as an Employee, the Optionee may elect to exercise the Option as to all
or any part of the Shares subject to the Option prior to the stated vesting date of the Option or of any
vesting installment or installments specified in the Option. Any shares so purchased from any unvested
installment or Option may be subject to a repurchase right in favor of the Company or to any restriction
the Board determines to be appropriate.
Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter
may be available, both for purposes of this Plan and for sale under the Option, by the number of Shares
as to which the Option is exercised.
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An Option shall be deemed to be exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to exercise the Option and
full payment for the Shares with respect to which the Option is exercised has been received by the
Company. An Option may not be exercised for a fraction of a Share. Full payment may, as authorized
by the Board, consist of any consideration and method of payment allowable under Section 7 of this
Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate is issued, except as provided
in Section 11 of this Plan.
b) Termination of Status as an Employee
In the event of termination of an Optionee's Continuous Status as an Employee, such Optionee may,
but only within [NUMBER] days after the date of such termination (but in no event later than the date
of expiration of the term of such Option as set forth in the Option Agreement), exercise the Option to
the extent that such Employee was entitled to exercise it at the date of such termination. To the extent
that such Employee was not entitled to exercise the Option at the date of such termination, or if such
Employee does not exercise such Option (which such Employee was entitled to exercise) within such
[NUMBER] day time period, the Option shall terminate.
c) Disability of Optionee
To the extent that such Employee was not entitled to exercise the Option at the date of termination, or
if such Employee does not exercise such Option (which such Employee was entitled to exercise) within
the time periods specified above, as the case may be, the Option shall terminate.
d) Death of Optionee
In the event of the death of an Optionee: (A) while the Optionee is an Employee or Consultant,
(B) during the [NUMBER] day period described in Section 8(b)(ii), or (C) during the [NUMBER] year
period described in Section 8(b)(iii), the Option may be exercised, at any time within [NUMBER] year
following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date
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OBJECTION MY LORD
of expiration of the term of such Incentive Stock Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To
the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death,
or if such Employee, Consultant, estate or other person does not exercise such Option (which such
Employee, Consultant, estate or person was entitled to exercise) within the [NUMBER] year time
period specified in this Plan, the Option shall terminate.
10. Stock Purchase Rights
9.1 Rights to Purchase
After the Board determines that it will offer an Employee or Consultant a Stock Purchase Right, it shall
deliver to the offeree a stock purchase agreement or stock bonus agreement, as the case may be, setting
forth the terms, conditions and restrictions relating to the offer, including the number of Shares which
such person shall be entitled to purchase, and the time within which such person must accept such offer,
which shall in no event exceed [NUMBER] months from the date upon which the Board made the
determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a stock
purchase agreement or stock bonus agreement in the form approved by the Board.
9.2 Issuance of Shares
Forthwith after payment therefore, the Shares purchased shall be duly issued; provided, however, that
the Board may require that the Purchaser make adequate provision for any federal and state withholding
obligations of the Company as a condition to the Purchaser purchasing such Shares.
9.3 Other Provisions
The stock purchase agreement or stock bonus agreement shall contain such other terms, provisions and
conditions not inconsistent with this Plan as may be determined by the Board, including rights of first
refusal as set forth in Section 23 hereof.
11. Stock Appreciation Rights
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10.1 Grants of SARs
Tandem SARs may be awarded by the Committee in connection with any Option granted under the
Plan, either on the Date of Grant of the Option or thereafter at any time prior to the exercise,
termination or expiration of the Option Non-tandem SARs may also be granted by the Committee at
any time. On the Date of Grant of a Non-tandem SAR, the Committee shall specify the number of
shares of Common Stock covered by such right and the base price of shares of Common Stock to be
used in connection with the calculation described in Section 10.3 below. SARs shall be subject to such
terms and conditions not inconsistent with the other provisions of this Plan as the Committee shall
determine.
10.2 Exercise of Tandem SARs
A Tandem SAR shall be exercisable only to the extent that the related Option is exercisable and shall be
exercisable only for such period as the Committee may determine (which period may expire prior to the
expiration date of the related Option). Upon the exercise of all or a portion of a Tandem SAR, the
related Option shall be canceled with respect to an equal number of shares of Common Stock. A
Tandem SAR shall entitle the Grantee to surrender to the Company unexercised the related Option, or
any portion thereof, and to receive from the Company in exchange therefore that number of shares of
Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value
of [NUMBER] share of Common Stock as of the date the Tandem SAR is exercised over (ii) the Option
price per share specified in such Option, multiplied by (B) the number of shares of Common Stock
subject to the Option, or portion thereof, which is surrendered. Cash shall be delivered in lieu of any
fractional shares.
10.3 Exercise of Non-tandem SARs
A Non-tandem SAR shall be exercisable during such period as the Committee shall determine prior to
the Date of Grant. The exercise of a Non-tandem SAR shall entitle the Grantee to receive from the
Company that number of shares of Common Stock having an aggregate fair market value equal to (A)
the excess of (i) the fair market value of [NUMBER] share of Common Stock as of the date on which
the Non-tandem SAR is exercised over (ii) the base price of the shares covered by the Non-tandem SAR,
multiplied by (B) the number of shares of Common Stock covered by the Non-tandem SAR, or the
portion thereof being exercised. Cash shall be delivered in lieu of any fractional shares.
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OBJECTION MY LORD
10.4 Settlement of SARs
As soon as is reasonably practicable after the exercise of a SAR, the Company shall (i) issue, in the name
of the Grantee, stock certificates representing the total number of full shares of Common Stock to which
the Grantee is entitled pursuant to Section 10.2 or 10.3 hereof and cash in an amount equal to the fair
market value, as of the date of exercise, of any resulting fractional shares, and (ii) if the Committee causes
the Company to elect to settle all or part of its obligations arising out of the exercise of the SAR in cash
pursuant to Section 10.5, deliver to the Grantee an amount in cash equal to the fair market value, as of
the date of exercise, of the shares of Common Stock it would otherwise be obligated to deliver.
10.5 Cash Settlement
The Committee, in its discretion, may cause the Company to settle all or any part of its obligation arising
out of the exercise of a SAR by the payment of cash in lieu of all or part of the shares of Common Stock
it would otherwise be obligated to deliver in an amount equal to the fair market value of such shares on
the date of exercise.
12. Restricted Shares
11.1 Grant of Restricted Shares
The Committee may from time to time cause the Company to issue Restricted Shares under the Plan,
subject to such restrictions, conditions and other terms as the Committee may determine in addition to
those set forth herein.
11.2 Restrictions
At the time a grant of Restricted Shares is made, the Committee shall establish a period of time (the
“Restricted Period”) applicable to such Restricted Shares. Each grant of Restricted Shares may be
subject to a different Restricted Period. The Committee may, in its sole discretion, at the time a grant is
made, prescribe restrictions in addition to or other than the expiration of the Restricted Period,
including the satisfaction of corporate or individual performance objectives, which shall be applicable
to all or any portion of the Restricted Shares. Except with respect to grants of Restricted Shares intended
to qualify as performance-based compensation for purposes of [SECTION OF THE CODE], the
447
Committee may also, in its sole discretion, shorten or terminate the Restricted Period or waive any other
restrictions applicable to all or a portion of such Restricted Shares. None of the Restricted Shares may
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date on
which such Restricted Shares vest in accordance with Section 11.3.
11.3 Restricted Stock Certificates
The Company shall issue, in the name of each Grantee, stock certificates with proper legends
representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably
practicable after the Date of Grant. The Secretary of the Company shall hold such certificates, properly
endorsed for transfer, after the Grantee's benefit until such time as the Restricted Shares are forfeited to
the Company or until the Restricted Shares vest. In lieu of the foregoing, Restricted Shares awarded to
a Grantee may be held under the Grantee's name in a book entry account maintained by or on behalf of
the Company.
11.4 Rights of Holders of Restricted Shares
Except as otherwise determined by the Committee either at the time Restricted Shares are awarded or at
any time thereafter prior to the lapse of the restrictions, holders of Restricted Shares shall not have the
right to vote such shares or the right to receive any dividends with respect to such shares. All
distributions, if any, received by an employee or consultant with respect to Restricted Shares as a result
of any stock split-up, stock distribution, combination of shares, or other similar transaction shall be
subject to the restrictions of this Section 11.
11.5 Termination of Employment Relationship
Any Restricted Shares granted pursuant to the Plan shall be forfeited if the Grantee terminates
employment with the Company or its subsidiaries for reasons other than death or disability prior to the
expiration or termination of the Restricted Period and the satisfaction of any other conditions
applicable to such Restricted Shares. Upon such forfeiture, the Secretary of the Company shall either
cancel or retain in its treasury the Restricted Shares that are forfeited to the Company. Upon the death
of a Grantee prior to his termination of employment, or upon a Grantee's termination of employment
as a result of disability, all Restricted Shares previously awarded to such Grantee which have not
previously vested shall be forfeited unless the Committee in its sole discretion shall determine otherwise.
11.6 Delivery of Restricted Shares
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OBJECTION MY LORD
Subject to the provisions of this Section, at such time as the Grantee shall become vested in his Restricted
Shares, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the
number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of
all such restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case may be.
13. Performance Units and Performance Shares
12.1 Grant of Performance Units/Shares
Subject to the terms of the Plan, Performance Units and Performance Shares may be granted to eligible
Employees and Consultants at any time and from time to time, as shall be determined by the
Committee, in its sole discretion. The Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant.
12.2 Value of Performance Units/Shares
Each Performance Unit shall have an initial value that is established by the Committee at the time of the
grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on
the date of grant. The Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of Performance Units/Shares that
will be paid out to the Participants. The time period during which the performance goals must be met
shall be called a “Performance Period.” Performance Periods of Awards granted to Insiders shall, in all
cases, exceed [NUMBER] months in length.
12.3 Earning of Performance Units/Shares
After the applicable Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive a payout of the number of Performance Unit/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved. Notwithstanding the preceding sentence, after the grant of a
Performance Unit/Share, the Committee, in its sole discretion, may waive the achievement of any
performance goals for such Performance Unit/Share.
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12.4 Form and Timing of Payment of Performance Units/Shares
Payment of earned Performance Units/Shares shall be made in a single lump sum, within [NUMBER]
calendar days following the close of the applicable Performance Period. The Committee, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of
the applicable Performance Period) or in combination thereof. Prior to the beginning of each
Performance Period, Participants may, in the discretion of the Committee, elect to defer the receipt of
any Performance Unit/Share payout upon such terms as the Committee shall determine.
12.5 Cancellation of Performance Units/Shares
Subject to the applicable Award Agreement, upon the earlier of (a) the Participant's termination of
employment, or (b) the date set forth in the Award Agreement, all remaining Performance Units/Shares
shall be forfeited by the Participant to the Company, the Shares subject thereto shall again be available
for grant under the Plan.
12.6 Non-transferability
Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further a Participant's rights
under the Plan shall be exercisable during the Participant's lifetime only by the Participant or the
Participant's legal representative.
14. Non-Transferability of Options and Stock Purchase Rights
Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee or Purchaser, only by the Optionee or Purchaser.
15. Adjustments Upon Changes in Capitalization, Merger or Other Events
Subject to any required action by the shareholders of the Company, the number of shares of Common
Stock covered by each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under this Plan but as to which no Options or
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OBJECTION MY LORD
Stock Purchase Rights have yet been granted or which have been returned to this Plan upon cancellation
or expiration of an Option or Stock Purchase Right, or repurchase of Shares from a Purchaser or
Optionee upon termination of employment or otherwise, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock of
the Company or the payment of a stock dividend with respect to the Common Stock. Such adjustment
shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock subject to an Option or
Stock Purchase Rights.
In the event of the dissolution or liquidation of the Company, all Options and Stock Purchase Rights
will terminate immediately prior to the consummation of such proposed action if not previously
exercised. The Board, at its option, may provide for one or more of the following from time to time or
in any stock option agreement or stock purchase agreement that, in the event of a Major Event, then (A)
all Options and Stock Purchase Rights will be assumed or equivalent options or stock purchase rights
will be substituted by such surviving corporation (or other entity) or a parent or subsidiary of such
surviving corporation (or other entity), (B) all Options and Stock Purchase Rights will continue in full
force and effect, or (C) all Options and Stock Purchase Rights will terminate if not exercised prior to
the consummation of the transaction.
The foregoing adjustments shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive.
The grant of an Option or Stock Purchase Right pursuant to this Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all
or any part of its business or assets.
16. Time of Grant
The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the
Board makes the determination granting such Option or Stock Purchase Right. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase
Right is so granted within a reasonable time after the date of such grant.
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17. Amendment and Termination
16.1 Amendment
The Board may amend this Plan from time to time in such respects as the Board may deem advisable;
provided that the shareholders of the Company must approve the following amendments or revisions
within [NUMBER] months before or after the adoption of such revision or amendment:
a) any increase in the number of Shares subject to this Plan, other than in
connection with an adjustment under Section 14 of this Plan;
b) any change in the designation of the class of persons eligible to be granted

Options (to the extent such modification requires shareholder approval in
order for the Plan to satisfy the requirements of [SECTION OF CODE] or
to comply with the requirements of [RULE]promulgated under the
[ACT]); or
c) any other revision or amendment if such revision or amendment requires

shareholder approval in order for this Plan to satisfy the requirements of
[SECTION OF CODE] or to comply with the requirements of [RULE]
promulgated under the [ACT] if applicable.
16.2 Shareholder Approval
If any amendment requiring shareholder approval under Section 16(a) of this Plan is made subsequent
to the first registration of any class of equity securities by the Company under Section [NUMBER] of
the [ACT], such shareholder approval shall be solicited as described in Section 20 of this Plan.
16.3 Suspension and Termination
The Board may suspend or terminate this Plan at any time. No Options or Stock Purchase Rights may
be granted while this Plan is suspended or after it is terminated.
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OBJECTION MY LORD
16.4 Effect of Amendment; Termination or Suspension
Any such amendment, termination or suspension of this Plan shall not affect Options or Stock Purchase
Rights already granted and such Options or Stock Purchase Rights shall remain in full force and effect
as if this Plan had not been amended, terminated or suspended, unless mutually agreed otherwise
between the Optionee or Purchaser (as the case may be) and the Company, which agreement must be
in writing and signed by the Optionee or Purchaser (as the case may be) and the Company.
18. Conditions Upon Issuance of Shares
Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without limitation, and the
requirements of any stock exchange or other stock trading system upon which the Shares may then be
listed. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require
the person exercising such Option or Stock Purchase Right to make such representations and warranties
at the time of any such exercise as the Company may at that time determine, including without
limitation, representations and warranties that (i) the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares in violation of applicable federal or
state securities laws, and (ii) such person is knowledgeable and experienced in financial and business
matters and is capable of evaluating the merits and the risks associated with purchasing the Shares.
19. Reservation of Shares
The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of this Plan. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares under this Plan, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
20. Option, Stock Purchase and Stock Bonus Agreements
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Options shall be evidenced by written stock option agreements in such form as the Board shall approve.
Upon the exercise of Stock Purchase Rights, the Purchaser shall sign a stock purchase agreement or stock
bonus agreement in such form as the Board shall approve.
21. Shareholder Approval
The shareholders of the Company shall have approved this Plan within [NUMBER] months before or
after this Plan is adopted. Any shares purchased before shareholder approval is obtained shall be
rescinded if shareholder approval is not obtained within [NUMBER] months before or after this Plan
is adopted. Such shares shall not be counted in determining whether such approval is obtained.
If the Company registers any class of equity securities pursuant to Section [NUMBER] of the [ACT],
any required approval of the shareholders of the Company obtained after such registration shall be
solicited substantially in accordance with Section [NUMBER] of the [ACT] and the rules and
regulations promulgated there under.
If the Company registers any class of equity securities pursuant to Section [NUMBER] of the [ACT]
and if prior to such time either the shareholders of the Company did not approve this Plan or the
Company did not solicit shareholder approval substantially in accordance with [NUMBER] of the
[ACT] and the rules and regulations promulgated thereunder, then the Company shall take all necessary
actions to qualify the Plan under [RULE] promulgated under the [ACT] at or prior to the later of (A)
the first annual meeting of shareholders held subsequent to the first registration of any class of equity
securities of the Company under Section [NUMBER] of the [ACT] or (B) the granting of an Option
hereunder to an officer or director after such registration.
22. Information to Optionees and Purchasers
The Company shall provide annually to each Optionee and Purchaser, during the period that such
Optionee or Purchaser has one or more Options or Stock Purchase Rights outstanding, copies of the
annual financial statements of the Company.
23. Right of Company to Terminate Employment or Consulting Services
This Plan shall not confer upon any Optionee or holder of a Stock Purchase Right any right with respect
to continuation of employment by or the rendition of consulting services to the Company, any of its
Subsidiaries or its Parent, nor shall it interfere in any way with his or her right or the Company's, any of
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OBJECTION MY LORD
its Subsidiaries' or its Parent's right to terminate his or her employment or services at any time, with or
without cause.
24. Rights of First Refusal and Repurchase
The written agreements evidencing Options or Stock Purchase Rights may contain such provisions as
the Board shall determine (or pursuant to a separate agreement) to the effect that if an Optionee or
Purchaser elects to sell all or any Shares that the Optionee or Purchaser acquired upon the exercise of an
Option or Stock Purchase Right, then any proposed sale of such Shares by such Optionee or Purchaser
shall be subject to a right of first refusal in favor of the Company.
The Board may require, at its option, that a stock purchase agreement, stock option agreement, stock
bonus agreement, or other agreement pursuant to this Plan grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the Purchaser's employment with the
Company for any reason (including death or disability). The repurchase price shall be at the higher of
the original purchase price or fair value of the Shares on the date of termination of employment. If the
Board so determines, the purchase price for shares repurchased may be paid by cancellation of any
indebtedness of the Purchaser to the Company. The repurchase option must be exercised by the
Company within [NUMBER] days of termination of employment for cash or cancellation of money
indebtedness for the Shares and the right shall terminate when the Company's Common Stock becomes
publicly traded. The Board may require such a repurchase right in other events.
Certificates representing shares issued upon exercise of Options or Stock Purchase Rights shall bear a
restrictive legend to the effect that the transferability of such shares is subject to the restrictions
contained in this Plan and the applicable written agreement between the Optionee or Purchaser and the
Company.
25. Withholding
The Company's obligation to deliver shares of Common Stock under this Plan shall be subject to
applicable federal, state and local tax withholding requirements. To the extent provided by the terms of
the stock option agreement relating to an Option, the Optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any or a combination of the following
means: (i) cash payment or wage withholding; (ii) authorizing the Company to withhold from the
Shares otherwise issuable to the Optionee upon exercise of the Option the number of Shares having a
455
fair market value less than or equal to the amount of the withholding tax obligation; or (iii) delivering
to the Company unencumbered shares of Common Stock owned by the Optionee having a fair market
value less than or equal to the amount of the withholding tax obligation; provided, however, that with
respect to clauses (ii) and (iii) above the Board in its sole discretion may disapprove such payment and
require that such taxes be paid in cash.
26. Separability
At a time when the Company has a class of equity securities registered pursuant to Section [NUMBER]
of the [ACT], if any of the terms or provisions of this Plan conflict with the requirements of
[RULE]promulgated under the [ACT] and/or [SECTION OF CODE], then such terms or provisions
shall be deemed inoperative to the extent they so conflict with the requirements of [RULE]promulgated
under the [ACT], and/or with respect to Incentive Stock Options, [SECTION OF CODE]. The
foregoing sentence shall not apply with respect to the requirements of [RULE]promulgated under the
[ACT] if the Board has expressly declared that such requirements shall not apply. With respect to
Incentive Stock Options, if this Plan does not contain any provision required to be included herein
under [SECTION OF CODE], such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out at length herein. To the extent any Option that is
intended to qualify as an Incentive Stock Option cannot so qualify, such Option, to that extent, shall
be deemed to be a Non-statutory Stock Option for all purposes of this Plan.
27. Non-Exclusivity of this Plan
The adoption of this Plan by the Board shall not be construed as creating any limitations on the power
of the Board to adopt such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options and the awarding of stock and cash otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
28. Governing Law
This Plan shall be governed by, and construed in accordance with the laws of the State of
[STATE/PROVINCE].
29. Cancellation of and Substitution for Nonstatutory Options
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OBJECTION MY LORD
The Company shall have the right to cancel any Non-statutory Stock Option at any time before it
otherwise would have expired by its terms and to grant to the same Optionee in substitution therefore
a new Non-statutory Stock Option stating an option price which is lower (but not higher) than the
option price stated in the cancelled Option. Any such substituted option shall contain all the terms and
conditions of the cancelled Option; provided, however, that such substituted Option shall not be
exercisable after the expiration of [NUMBER] years and one day from the date of grant of the cancelled
Option.
30. Market Standoff.
Unless the Board determines otherwise, each Optionee or Purchaser shall not sell or otherwise transfer
any Shares or other securities of the Company during the [NUMBER]-day period following the
effective date of a registration statement of the Company filed under the [ACT]; provided, however,
effective under the [ACT] which includes securities to be sold on behalf of the Company to the public
in an underwritten public offering under the [ACT]. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions until the end of such
[NUMBER]-day period
457
STOCK OPTION AGREEMENT
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR

INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE [ACT], AS AMENDED.
This Stock Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth
below (the “Date of Grant”)
BETWEEN: [COMPANY NAME] (the "Company), a corporation organized and existing under
AND: [OPTIONEE NAME] (the "Optionee"), an individual with his main address at:
Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s [Year
of Plan] Stock Option & Incentive Plan (the “Plan”).
Total Option Shares:
Exercise Price Per Share:
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OBJECTION MY LORD
Date of Grant:
First Vesting Date:
Expiration Date for Exercise of Options:
Type of Stock Option:
[ ] Statutory Stock Option
1. Grant of Option
The Company hereby grants to Optionee an option (the “Option”) to purchase the total number of
shares of Common Stock of the Company set forth above (the “Shares”) at the Exercise Price Per Share
set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and
the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an
“incentive stock option” (“ISO”) within the meaning of Section [number] of the [CODE], as amended
(the “Code”). Only Employees of the Company shall receive ISOs.
2. Exercise Price
459
a. Vesting
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OBJECTION MY LORD
exercise price.
such Shares.
461

462
OBJECTION MY LORD
463
shall terminate.

terminate.
e. During the term of this Option while an Employee of the Company and having been in
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OBJECTION MY LORD
f. During the [NUMBER] day period specified in Section 7 or the [NUMBER] year
terminate.
11. Term of Option
Sections.
465
15. Damages
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OBJECTION MY LORD
16. Governing Law
17. Delay
power or remedy.
18. Restrictions
Agreement.
467
i. Optionee may sell, assign or transfer any Shares held by the Optionee but only by
ii. Optionee may sell, assign or transfer any Shares held by the Optionee without
iii. Upon the death of Optionee, Shares held by the Optionee may be transferred to the
a. 2) No Pledge
v. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE

468
OBJECTION MY LORD

THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS
THEREIN SET FORTH.
vi. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER

OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
b. 1) Sales of Shares
v. Company's Right of First Refusal. In the event that the Optionee shall desire to sell,
assign or transfer any Shares held by the Optionee to any other person (the "Offered
Shares") and shall be in receipt of a bona fide offer to purchase the Offered Shares
("Offer"), the following procedure shall apply. The Optionee shall give to the
Company written notice containing the terms and conditions of the Offer,
including, but not limited to (a) the number of Offered Shares; (b) the price per
Share; (c) the method of payment; and (d) the name(s) of the proposed purchaser(s).
An offer shall not be deemed bona fide unless the Optionee has informed the prospective purchaser of
the Optionee's obligation under this Option and the prospective purchaser has agreed to become a party
469
hereunder and to be bound hereby. The Company is entitled to take such steps as it reasonably may
deem necessary to determine the validity and bona fide nature of the Offer.
Until [NUMBER] days after such notice is given, the Company or its designee shall have the right to
purchase all of the Offered Shares at the price offered by the prospective purchaser and specified in such
notice. Such purchase shall be on the Agreement Terms, as defined in subsection (b)(4).
vi. Failure of Company or its Designee to Purchase Offered Shares. If all of the Offered
Shares are not purchased by the Company and/or its designee within the
[NUMBER]-day period granted for such purchases, then any remaining Offered
Shares may be sold, assigned or transferred pursuant to the Offer; provided, that the
Offered Shares are so transferred within [NUMBER] days of the expiration of the
[NUMBER]-day period to the person or persons named in, and under the terms
and conditions of, the bona fide Offer described in the notice to the Company; and
provided further, that such persons agree to execute and deliver to the Company a
v. Delivery of Shares and Closing Date. At the closing, the Optionee, the Optionee's
mutually agree.
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OBJECTION MY LORD
vi. Payment of Purchase Price. The Company shall pay the purchase price to the
xi. an attempt by a creditor to levy upon or sell any of the Optionee's Shares;
xii. the filing of a petition by the Optionee under the [COUNTRY] Bankruptcy Code
xiii. the filing of a petition against Optionee under any insolvency or bankruptcy laws
xiv. the entry of a decree of divorce between the Optionee and the Optionee's spouse; or
xv. If Optionee is an employee of the Company, upon the termination of Optionee's

c. 1) Termination
events:
xiii. cessation of the Company's business;
xiv. bankruptcy, receivership or dissolution of the Company;
xv. ownership of all of the issued and outstanding shares of the Company by a single
xvi. written consent or agreement of the shareholders of the Company holding 50% of
xvii. consent or agreement of a majority of the members of the Board of Directors of the
Company; or
471
xviii. registration of any class of equity securities of the Company pursuant to

c. 2) Amendment
19. Market Standoff
period.
22. Notices
472
OBJECTION MY LORD
NAME AND TITLE

Dated: [DATE]
OPTIONEE
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OBJECTION MY LORD
C ONSENT OF S POUSE
NAME OF SPOUSE
(SEAL)
475
©
C
o
CONFIDENTIALITY AGREEMENTS p
AUTHOR/PUBLISHER NON-DISCLOSURE y
r
AGREEMENT i
g
This Non-Disclosure Agreement ("Agreement") is made and effective the [Date] h
BETWEEN: [AUTHOR NAME] (the "Author"), a corporation organized and existing under the t
laws of the [STATE/PROVINCE], with its head office located at: E
n
AND: [PUBLISHER NAME] (the "Publisher"), a corporation organized and existing under the laws v
of the [STATE/PROVINCE], with its head office located at: i
s
WHEREAS the Author has developed a proprietary system which the Publisher desires to have i
demonstrated by the Author; o
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as n
follows: C
o
1. Demonstration r
p
In order to explore the possibility of a future collaboration between the Author and the Publisher
o
regarding the system, the Author shall demonstrate the system to the Publisher on the Publisher's
r
computer equipment located at the Publisher's main office. A demonstration of the system will take
a
place for one day only and will require the loading of the system into the Publisher's computer. The
t
Publisher acknowledges that the system is being demonstrated to the Publisher and being loaded into
i
the Publisher's computer equipment solely for demonstration purposes. The Publisher acknowledges
o
that the system is a proprietary product of the Author.
n
2. Proprietary Rights .
2
All applicable rights to patents, copyrights, trademarks and trade secrets of the system are retained 0
exclusively by the Author, and the Publisher shall acquire no rights or interests in the system by virtue 0
of the demonstration of the system. The Publisher acknowledges that the confidentiality of the system, 2
including the algorithms, is essential to the business of the Author. The Publisher hereby agrees not to .
disclose to any person whatsoever at any time during or after the demonstration of the system any aspect A
of the system, including the algorithms contained therein, or to permit any person whatsoever to l
examine or make copies of any listings, files, object code, source code or other information regarding or l
generated by the system which come into the Publisher's possession or under the Publisher's control by r
reason of the demonstration of the system. The Publisher acknowledges that disclosure of any i
information regarding the system will give rise to irreparable injury to the Author, inadequately g
compensable in damages. Accordingly, the Publisher hereby consents to obtaining by the Author of h
t
s
476
r
e
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OBJECTION MY LORD
injunctive relief against the breach or threatened breach of the undertakings of the Publisher contained
herein.
3. Confidentiality
At the conclusion of the demonstration of the system, the publisher shall, and hereby agrees to, erase or
destroy copies of the system, any portions thereof, or any information generated thereby, whether such
be in electronic, magnetic, printed or other form. The Publisher further agrees that it will not copy or
permit to be copied any system backup routine or similar routines of the system. The Publisher further
agrees to take such steps as may be necessary or appropriate to maintain the confidentiality of the system
during such time as the system may be evident on the Publisher's computer equipment or otherwise in
the control of the Publisher or its employees, in a manner at least as secure as the Publisher maintains its
own most confidential information and data.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
AUTHOR PUBLISHER
477
©
C
p
CONFIDENTIALITY AGREEMENT y
r
This Confidentiality Agreement ("Agreement") is made and effective the [Date] i
g
AND: [SIGNATOR NAME] (the "Signator"), a corporation organized and existing under the laws E
v
parties agree as follows: s
i
1. Length of Agreement
o
This Agreement begins retroactively to the beginning of Signator’s relationship with Company and n
remains in effect at all times during any consulting, partnering, or other business relationship between C
the parties and for the periods of time specified thereafter as set forth below. This Agreement does not o
create any form of continued business relationship other than as set forth in a separate written agreement r
signed and dated by all parties. p
o
2. Representation and Warranties r
a
Signator represents and warrants that their relationship with Company will not cause or require it to
t
breach any obligation to, agreement, or confidence related to confidential, trade secret and proprietary
i
information with any other person, company or entity. Further, Signator acknowledges that a condition
o
of this relationship is that it has not brought and will not bring or use in the performance of its duties at
n
Company any proprietary or confidential information, whether or not in writing, of a former employer
.
without that employer’s written authorization. Breach of this condition results in automatic
2
termination of the relationship as of the time of breach. Except as may be noted on the back of the
0
signature page hereof, there are no inventions of Signator heretofore made or conceived by Signator that
0
Signator deems to be excluded from the scope of this Agreement, and Signator hereby releases Company
2
from any and all claims by the Signator by reason of any use by Company of any invention heretofore
.
made or conceived by Signator.
A
l
l
3. Confidentiality r
i
a. Signator hereby acknowledges that Company has made, or may make, available to Signator
g
certain customer lists, pricing data, supply sources, techniques, computerized data, maps,
h
methods, product design information, market information, technical information,
t
benchmarks, performance standards and other confidential and/or Proprietary Information
s
r
478 e
s
e
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OBJECTION MY LORD
of, or licensed to, the Company or its clients/customers (“Customers”), including without
limitation, trade secrets, inventions, patents, and copyrighted materials (collectively, the
“Confidential Material”).
b. Signator acknowledges that this information has independent economic value, actual or
potential, that is not generally known to the public or to others who could obtain economic
value from their disclosure or use, and that this information is subject to a reasonable effort
by the Company to maintain its secrecy and confidentiality. Except as essential to Signator’s
obligation under this Agreement, Signator shall not make any disclosure of this Agreement,
the terms of this Agreement, or any of the Confidential Material. Except as essential to
Signator's obligations pursuant to their relationship with the Company, Signator shall not
make any duplication or other copy of the Confidential Material.
c. Signator shall not remove Confidential Material or proprietary property or documents

without written authorization. Immediately upon request from Company, Signator shall
return to Company all Confidential Material or proprietary property or documents.
Signator shall notify each person to whom any disclosure is made that such disclosure is
made in confidence, that the Confidential Material shall be kept in confidence by such
persons, and that such persons shall be bound by the provisions of this Agreement. Signator
further promises and agrees not solicit Customers or potential Customers of the Company,
after the termination of this Agreement, while making use of Company’s Confidentiality
Material.
4. Proprietary Information
a. For the purpose of this Agreement, “Proprietary Information” shall include, but not limited
to any information, observation, data, written material, record, document, drawing,
photograph, layout, computer program, software, multimedia, firmware, invention,
discovery, improvement, development, tool, machine, apparatus, appliance, design, work of
authorship, logo, system, promotional idea, customer list, customer need, practice, pricing
information, process, test, concept, formula, method, market information, technique, trade
secret, product and/or research related to the actual or anticipated research development,
products, organization, marketing, advertising, business or finances of Company, its
affiliates or related entities.
b. All right, title, and interest of every kind and nature whatsoever in and to the Proprietary
Information made, written, discussed, developed, secured, obtained or learned by Signator
during the term of the relationship with the Company or the [time] period immediately
following termination of that relationship, shall be the sole and exclusive property of
Company for any purpose or use whatsoever, and shall be disclosed promptly by Signator
479
to Company. The covenants set forth in the preceding sentence shall apply regardless of
whether any Propriety Information is made, written, discussed, developed, secured,
obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or
otherwise, (c) at the request and upon the suggestion of Company or otherwise, (d) with
Company’s materials, tools, instruments, or (e) on Company's premises or otherwise.
c. Signator shall comply with any reasonable rules established from time to time by Company
for the protection of the confidentiality of any Proprietary Information. Signator
irrevocably appoints the President and all Vice Presidents of the Company to act as
Signator’s agent and attorney-in-fact to perform all acts necessary to obtain and/or maintain
patents, copyrights and similar rights to any Proprietary Information assigned by Signator
to Company under this Agreement if (a) Signator refuses to perform those acts, or (b) is
unavailable, within the meaning of any applicable laws. Signator acknowledges that the
grant of the foregoing power of attorney is coupled with an interest and shall survive the
death or disability of Signator.
d. Signator shall promptly and fully disclose to Company, in confidence (a) all Proprietary
Information that Signator creates, conceives or reduces to practice in writing either alone or
with others during the term of this Agreement, and (b) all patent applications and copyright
registrations filed by Signator within one year after termination of this Agreement,
including but not limited to materials and methodologies involved.
e. Any application for a patent, copyright registration or similar right filed by Signator within
one year after termination of this Agreement shall be presumed to relate to Proprietary
Information created by Signator during the term of this Agreement, unless Signator can
prove otherwise with reasonable certainty.
f. Nothing contained in this Agreement shall be construed to preclude Company from

exercising all of its rights and privileges as sole and exclusive owner of all of the Proprietary
Information owned by or assigned to Company under this Agreement. Company, in
exercising such rights and privileges with respect to any particular item of Proprietary
Information, may decide not to file any patent application or any copyright registration on
such Proprietary Information, may decide to maintain such Proprietary Information as
secret and confidential, or may decide to abandon such Propriety Information, or dedicate
it to the public. Signator shall have no authority to exercise any rights or privileges with
respect to the Proprietary Information owned by or assigned to Company under this
Agreement.
5. Works for Hire
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OBJECTION MY LORD
a. Signator acknowledges that all works of authorship performed for Company are subject to
Company’s direction and control and that such works constitute a work for hire pursuant
to [law].
b. All Propriety Information developed, created, invented, devised, conceived or discovered by

Signator that is subject to copyright are explicitly considered by Signator and Company to
be “works made for hire” and the property of Company.
c. Assignment. Company shall own as its sole and exclusive property, and Signator agrees to
assign, transfer, and convey and or its authorized nominees all of his or her right, title and
interest in and to any and all said “ideas” that related generally to Company’s business,
including but not limited to any inventions, processes, improvements, ideas, copyrightable
works of art, trademarks, copyrights, formulas, manufacturing technology, developments,
writings, discoveries, and trade secrets that Signator may make, conceive, or reduce to
practice, whether solely or jointly with others, copyrightable, patentable or unpatentable,
from the date of this Agreement or the date of first employment with Company if earlier,
until the termination of Signator’s employment.
d. Signator is not required to assign any invention where no Company equipment, supplies,
facilities or trade secret information was used and that was developed entirely on Signator’s
own time and: that does not relate to Company’s business or to Company’s actual
demonstrably anticipated research or development or; that does not result from work
performed for Company.
e. Signator hereby assigns to Company all releases and discharges Company, any affiliate of
Company and their respective officers, directors and employees, from and against any and
all claims, demands, liabilities, costs, and expenses of Signator arising out of, or relating to,
any Propriety Information.
6. Execution of Instruments
a. During employment by Company, upon request and without compensation other than as
herein provided but at no expense to Signator, Signator shall execute any documents and
take any action Company may deem necessary or appropriate to effectuate the provisions of
this Agreement, including without limitation assisting Company in obtaining and/or
maintaining patents, copyrights or similar rights to any Proprietary Information assigned to
Company.
b. Signator further agrees that the obligations and undertakings stated in this paragraph will
continue beyond termination of employment for any reason by the Company, but if
Signator is called upon for such assistance after termination of employment, Signator is
481
entitled to fair and reasonable fee in addition to reimbursement of any expenses incurred at
the request of the Company.
7. Patent Application
a. Company agrees to pay all expenses in connection with the preparation and prosecution of
patent applications in the [Country] and all foreign countries wherein Company may desire
to obtain patents.
b. Company agrees to pay Signator a cash award of [specify] upon execution by Signator of
application for [country] Letters Patent for such invention or improvement and issuance of
a patent on said application, together with an assignment thereof to Company.
c. Excepted from this Agreement are inventions or improvements relating to Company

business made by Signator before commencement of this employment by Company which
are:
i. embodied in the [country] Letters Patent or an application for [country] Letters Patent
filed prior to commencement of this employment; or
ii. in the possession of a former Company who owns the invention; or
iii. set forth in an attachment hereto.
8. Non-Compete
Signator agrees not to engage in any activity that is competitive with any activity of Company during
the course of their relationship and for a period of [Specify] after termination of the Agreement. For
purposes of this paragraph, competitive activity encompasses forming or making plans to form a
business entity that may be deemed to be competitive with any business of Company. This does not
prevent Signator from seeking or obtaining employment or other forms of business relationships with a
competitor after termination of employment with Company so long as such competitor was in existence
prior to the termination of relationship with Company and Signator was in no way involved with the
organization or formation of such competitor.
9. Business Opportunities
During the terms of this Agreement, if Signator becomes aware of any project, investment, venture,
business or other opportunity (any of the preceding, collectively referred to as an “Opportunity”) that
is similar to, competitive with, related to, or in the same field as Company, or any project, investment,
venture, or business of Company, then Signator shall so notify Company immediately in writing of such
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OBJECTION MY LORD
Opportunity and shall use Signator’s good-faith efforts to cause Company to have the opportunity to
explore, invest in, participate in, or otherwise become affiliated with such Opportunity.
10. No Ownership
Neither Signator nor any of their agents or principals shall become or be deemed an owner, partner,
joint venture or agent of or with Company or any of its affiliates or related companies or businesses by
reason of this Agreement or his/her relationship with Company unless set forth in a separate written
agreement signed and dated by the parties. Neither Company nor Signator nor any agent, Signator,
officer or independent contractor of or retained by Signator shall have any authority to bind the other
in any respect unless set forth in a separate written agreement signed and dated by the parties.
11. Solicitation of Employees
Signator agrees that he/she will not, either during the period of this Agreement, or for a period of
[number] year after this Agreement has terminated, solicit any of Company’s employees for a competing
business or otherwise induce or attempt to induce such employees to terminate their employment with
Company.
12. Soliciting Customers After Termination of Agreement
For a period of [time], following the termination of the relationship with the Company, Signator shall
not, directly or indirectly, make known to any person, firm or corporation the names or addresses of any
of the customers of Company or any other information pertaining to them, or call on, solicit, take away,
or attempt to call on, solicit, or take away any customer of Company on whom Signator called or with
whom Signator became acquainted during the time of this Agreement, for either itself or for any other
person, firm, or corporation.
13. Injunctive Relief
Signator hereby acknowledges (1) the unique nature of the protections and provisions set forth in this
Agreement, (2) that Company will suffer irreparable harm if Signator breaches any of said protections
or provisions, and (3) that monetary damages will be inadequate to compensate Company for such
breach. Therefore, if Signator breaches any of such provisions, then Company shall be entitled to
injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
14. Continuing Effects
483
Signator’s obligations regarding trade secrets and confidential information shall continue in effect
beyond the period of the relationship as stated above, and said obligation shall be binding upon
Signator’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representatives.
15. Subsidiaries And Parents
For the purposes of this Agreement, the term “Company” shall also be deemed to include any affiliated
organization that owns fifty percent (50%) or more of the voting stock, whether or not Signator is
directly employed by such other organization.
16. Non-Filing
Signator specifically agrees that Company’s rights granted hereunder shall include the right not to file
for copyrights or domestic or foreign patents when such is considered by Company in its sole discretion
appropriate for the business objectives of Company.
17. Notice to Signator
This Agreement does not apply to any invention for which no equipment, supplies, facility, or trade
secret information of Company was used and that was developed entirely on Signator’s own time and:
a. That does not relate (1) to Company’s business or (2) to the actual or anticipated research
or development work of Company; or
b. That does not result from any work performed by Signator or Company. The burden of
proof is on the Signator with respect to the exceptions of this Paragraph.
18. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute a single integrated document.
19. Severable Provisions
The provisions of this Agreement are severable, and if any one or more provisions may be determined
to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially
unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
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OBJECTION MY LORD
20. Attorneys’ Fees
In the event any litigation, arbitration, mediation or other proceeding (“Proceeding”) is initiated by any
party against any other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in
connection with this Agreement, the prevailing party in such Proceeding shall be entitled to recover
from the unsuccessful party all costs, expenses and actual attorney's fees relating to or arising out of (a)
such proceeding, whether or not such proceeding proceeds to judgment, and (b) any post-judgment or
post-award proceeding, including without limitation one to enforce any judgment or award resulting
from any such Proceeding. Any such judgment or award shall contain a specific provision for the
recovery of all such attorneys’ fees, costs, and expenses. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs, expenses and actual attorney’s
fees.
21. Modifications
This Agreement may be modified only by a contract in writing executed by the party to this Agreement
against whom enforcement of such modification is sought.
22. Prior Understandings
This Agreement contains the entire agreement between the parties to this Agreement with
respect to the subject matter of the Agreement, is intended as a final expression of such parties'
agreement with respect to such terms as are included in this Agreement is intended as a complete and
exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations,
understanding, agreements, representations and warranties. If any, with respect to such subject matter,
which precede or accompany the execution of this Agreement.
23. Waiver
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Agreement. No delay or omission in
the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A
consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or
approval of any other or subsequent act.
24. Drafting Ambiguities
Each party to this Agreement has reviewed and had the opportunity to revise this Agreement. Each party
to this Agreement has had the opportunity to have legal counsel review and revise this Agreement. The
rule of construction that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
485
25. Jurisdiction and Venue
This Agreement is to be construed pursuant to Laws of the State of [state/province]. Jurisdiction and
venue for any claim arising out of this Agreement shall be made in the State of [state/province].
26. Receipt of Copy
Signator hereby acknowledges that it has received a signed copy of this Agreement.
COMPANY SIGNATOR
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CONFIDENTIALITY AGREEMENT y
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This Confidentiality Agreement ("Agreement") is made and effective the [DATE], i
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BETWEEN: [OWNER NAME] (the "Owner"), a corporation organized and existing under the laws t
of the [STATE/PROVINCE], with its head office located at: E
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AND: [RECIPIENT NAME] (the "Recipient"), a corporation organized and existing under the laws
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of the [STATE/PROVINCE], with its head office located at: i
In consideration of the terms and covenants of this agreement, and other valuable consideration, the o
parties agree as follows: n
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WHEREAS, Recipient has requested information from Owner in connection with consideration of a o
possible transaction or relationship between Recipient and Owner. r
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WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may r
disclose to Recipient confidential, important, and/or proprietary trade secret information concerning a
Owner and its activities. t
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THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure
.
by Owner to Recipient of certain information.
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1. Confidential Information .
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Owner proposes to disclose certain of its confidential and proprietary information (the Confidential r
Information") to Recipient. Confidential Information shall include all data, materials, products, i
technology, computer programs, specifications, manuals, business plans, software, marketing plans, g
financial information, and other information disclosed or submitted, orally, in writing, or by any other h
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media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such
within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.
For purposes of this Agreement, the term "Recipient" shall include Recipient, the company he or she
represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this
Agreement, the term "Representative" shall include Recipient's directors, officers, employees, agents,
and financial, legal, and other advisors.
2. Exclusions
Confidential Information does not include information that Recipient can demonstrate: (a) was in
Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement,
provided the source of that information was not known by Recipient to be bound by a confidentiality
agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now,
or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the
public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to
Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential
Information.
3. Recipient's Obligations
a. Recipient agrees that the Confidential Information is to be considered confidential and

proprietary to Owner and Recipient shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes of its business with Owner, and shall
disclose it only to its officers, directors, or employees with a specific need to know. Recipient
will not disclose, publish or otherwise reveal any of the Confidential Information received
from Owner to any other party whatsoever except with the specific prior written
authorization of Owner.
b. Confidential Information furnished in tangible form shall not be duplicated by Recipient

except for purposes of this Agreement. Upon the request of Owner, Recipient shall return
all Confidential Information received in written or tangible form, including copies, or
reproductions or other media containing such Confidential Information, within
[NUMBER] days of such request. At Recipient's option, any documents or other media
developed by the Recipient containing Confidential Information may be destroyed by
488
OBJECTION MY LORD
Recipient. Recipient shall provide a written certificate to Owner regarding destruction

within [NUMBER] days thereafter.
4. Term
The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last
discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the
obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or
seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement
between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-
in-possession or the equivalent of any of the foregoing under local law.
5. Confidentiality
Recipient and its Representatives shall not disclose any of the Confidential Information in any manner
whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the
Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against
any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result
of a breach of this Agreement by Recipient or its Representatives.
6. Permitted Disclosures
Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives

with a bona fide need to know such Confidential Information, but only to the extent necessary to
evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are
advised of the confidential nature of such Confidential Information and the terms of this Agreement
and are bound by a written agreement or by a legally enforceable code of professional responsibility to
protect the confidentiality of such Confidential Information.
7. Required Disclosures
489
Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is
required by court order, provided that Recipient provides Owner a reasonable opportunity to review
the disclosure before it is made and to interpose its own objection to the disclosure. ©
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evaluating a possible transaction or relationship with Owner and shall not in any way use the h
Confidential Information to the detriment of Owner. t
9. No License E
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Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise v
in any Confidential Information. It is understood and agreed that neither party solicits any change in i
the organization, business practice, service or products of the other party, and that the disclosure of s
Confidential Information shall not be construed as evidencing any intent by a party to purchase any i
products or services of the other party nor as an encouragement to expend funds in development or o
research efforts. Confidential Information may pertain to prospective or unannounced products. n
Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a C
third party develop a competing or similar product. o
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10. Other Information o
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Recipient shall have no obligation under this Agreement with respect to Confidential Information
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which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully
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received by Recipient without obligations of confidentiality; or is developed by Recipient without
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breach of this Agreement; provided, however, such Confidential Information shall not be disclosed
.
until [NUMBER] days after written notice of intent to disclose is given to Owner along with the
2
asserted grounds for disclosure.
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11. Return of Documents .
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If Recipient does not proceed with the possible transaction with Owner, Recipient shall notify Owner
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of that decision and shall, at that time or at any time upon the request of Owner for any reason, return
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OBJECTION MY LORD
to Owner any and all records, notes, and other written, printed or other tangible materials in its
possession pertaining to the Confidential Information immediately on the written request of Owner.
The returning of materials shall not relieve Recipient from compliance with other terms and conditions
of this Agreement.
12. No Additional Agreements
Neither the holding of discussions nor the exchange of material or information shall be construed as an
obligation of Owner to enter into any other agreement with Recipient or prohibit Owner from
providing the same or similar information to other parties and entering into agreements with other
parties. Owner reserves the right, in its sole discretion, to reject any and all proposals made by Recipient
or its Representatives with regard to a transaction between Recipient and Owner and to terminate
discussions and negotiations with Recipient at any time. Additional agreements of the parties, if any,
shall be in writing signed by Owner and Recipient.
13. Irreparable Harm
Recipient understands and acknowledges that any disclosure or misappropriation of any of the
Confidential Information in violation of this Agreement may cause Owner irreparable harm, the
amount of which may be difficult to ascertain, and therefore agrees that Owner shall have the right to
apply to a court of competent jurisdiction for specific performance and/or an order restraining and
enjoining any such further disclosure or breach and for such other relief as Owner shall deem
appropriate. Such right of Owner is to be in addition to the remedies otherwise available to Owner at
law or in equity.
14. No Publicity
Recipient agrees not to disclose its participation in this undertaking, the existence or terms and
conditions of the Agreement, or the fact that discussions are being held with Owner.
15. Governing Law and Equitable Relief
491
This Agreement shall be governed and construed in accordance with the laws of the [country of
Governing Law] and the State of [State/province of Governing Law] and Recipient consents to the
exclusive jurisdiction of the state courts and federal courts located there for any dispute arising out of
this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient,
Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief
as may be necessary to protect Owner against any such breach or threatened breach.
16. Final Agreement
17. Survival
This Agreement shall continue in full force and effect at all times.
18. Successors and Assigns
This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns,
and successors of such party and shall inure to the benefit of the assigns and successors of such party;
provided, however, that the rights and obligations of Recipient hereunder are not assignable.
19. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then this Agreement, including all of the remaining terms, will remain in full force and effect as if such
invalid or unenforceable term had never been included.
20. Notices
If to Owner:
492
OBJECTION MY LORD
[Owner]
[Owner's Address]
If to Recipient:
[Recipient]
[Recipient's Address]
21. No Implied Waiver
Either party's failure to insist in any one or more instances upon strict performance by the other party
of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent
failure to perform or delay in performance of any term hereof.
22. Headings
meaning or intent.
23. Attorney's Fees
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the
prevailing party in such action shall be awarded its attorneys' fees and costs incurred.
24. Counterparts and Right
This Agreement may be signed in counterparts, which together shall constitute one agreement. The
person signing on behalf of Recipient represents that he or she has the right and power to execute this
Agreement.
493
This Agreement expresses the full and complete understanding of the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and
understandings, whether written or oral, with respect to the subject matter. This Agreement is not,
however, to limit any rights that Owner may have under trade secret, copyright, patent or other laws
that may be available to Owner. This Agreement may not be amended or modified except in writing
signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning
and not strictly for or against either party. The headings hereof are descriptive only and not to be
construed in interpreting the provisions hereof.
OWNER RECIPIENT
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OBJECTION MY LORD o
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CUSTOMER CONFIDENTIALITY AGREEMENT y
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This Confidentiality Agreement (the "Agreement") is made and effective the [DATE], i
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In consideration of the mutual covenants contained in this agreement, the parties agree as follows: i
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1. Functional Documentation i
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In order to provide Customer an opportunity to review the Company's System as a potential system for
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automation of its functions, the Company will deliver substantial functional documentation including
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a functional overview, screen layouts, report layouts and other associated documentation.
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2. Confidential Information r
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The Company considers these materials to be confidential and proprietary. Therefore, as a prerequisite o
to delivery, the Customer acknowledges that (1) the materials will be retained on its premises at the r
above address, and will not be moved without the express written consent of Company, (2) it will use a
reasonable means, not less than that used to protect its own proprietary information, to safeguard the t
materials; (3) it will not show or otherwise disclose any portion of the materials or their contents to i
anyone other than its employees in connection with its review of the System as a potential system for o
automation of its functions; in particular, it will not show or otherwise disclose the contents to n
independent contractors or consultants; (4) it will make no copies of the materials, and (5) it will return .
all materials upon the completion of its review, or promptly upon the Company's written request. 2
IN WITNESS WHEREOF, Company and Customer have executed this agreement at [designate place 0
of execution] on [date]. 0
2
COMPANY CUSTOMER .
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_________________________
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Authorized Signature Authorized Signature l
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ISAAC CHRISTOPHER LUBOGO ©©
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NON-DISCLOSURE AGREEMENT BETWEEN rr
[DISCLOSING PARTY] AND [RECEIVING PARTY] ii
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This Non-Disclosure Agreement (the “Agreement”) is made and effective [DATE], hh
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BETWEEN: [DISCLOSING PARTY NAME] (the "Disclosing Party"), a corporation organized
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AND: [RECEIVING PARTY NAME] (the "Receiving Party"), a corporation organized and existing vv
under the laws of the [STATE/PROVINCE], with its head office located at: ii
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WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; ii
and in connection therewith will be given access to certain confidential and proprietary information; oo
and nn
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WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in
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which said confidential and proprietary material will be treated.
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NOW, THEREFORE, it is agreed as follows: pp
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1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION rr
Both Parties understand and agree that each Party may have access to the confidential information of aa
the other party. For the purposes of this Agreement, “Confidential Information” means proprietary and tt
confidential information about the Disclosing Party’s (or it’s suppliers’) business or activities. Such ii
information includes all business, financial, technical, and other information marked or designated by oo
such Party as “confidential” or “proprietary.” Confidential Information also includes information nn
which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated ..
as confidential. For the purposes of this Agreement, Confidential Information does not include: 22
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A. Information that is currently in the public domain or that enters the public domain after 00
the signing of this Agreement. 22
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B. Information a Party lawfully receives from a third Party without restriction on disclosure A
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and without breach of a non-disclosure obligation. ll
C. Information that the Receiving Party knew prior to receiving any Confidential Information ll
from the Disclosing Party. rr
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D. Information that the Receiving Party independently develops without reliance on any gg
Confidential Information from the Disclosing Party. hh
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OBJECTION MY LORD
Each Party agrees that it will not disclose to any third Party or use any Confidential Information
disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each
Party also agrees that it will take all reasonable measures to maintain the confidentiality of all
Confidential Information of the other Party in its possession or control.
2. TERM
The term of this Agreement is [number] of [years/months] from the date of execution by both Parties.
3. TITLE
The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall
remain the sole property of the Disclosing Party.
4. DISCLAIMER
Nothing contained in this Agreement or in any Confidential Information constitutes any express or
implied warranty of any kind. All representations or warranties, whether express or implied, including
fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed.
Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a
legally binding or enforceable Agreement or offer to enter into any business relationship.
5. NO LICENSE GRANTED
Neither Party grants to the other any license, by implication or otherwise, to use any Confidential
Information except as expressly provided in this Agreement.
6. Copies
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary
notices contained in the original.
7. Unauthorized Use
Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use or
disclosure of Proprietary Information by any Receiving Party Personnel or former Receiving Party
Personnel.
Receiving Party acknowledges that the use or disclosure of the Proprietary Information in a manner
inconsistent with this Agreement will cause Disclosing Party irreparable damage, and that Disclosing
497
Party shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure,
and to such damages as are occasioned by such unauthorized use or disclosure.
9. Modifications
11. Waiver
12. COMPLIANCE WITH Law
The Receiving Party agrees to abide by all federal, state, and local laws, ordinances and regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
DISCLOSING PARTY RECEIVING PARTY
498
VISITOR’S NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement ("Agreement") is made and effective the [DATE],
AND: [VISITOR NAME] (the "Visitor"), an individual affiliated to [COMPANY NAME] a

corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office
located at:
1. ACCESS TO CONFIDENTIAL INFORMATION
The Visitor understands that he/she may be given access to confidential information belonging to the
Company through his/her relationship with the Company or as a result of his/her access to the
Company's premises.
2. NATURE OF CONFIDENTIAL INFORMATION
The Visitor understands and acknowledges that the Company's trade secrets consist of information and
materials that are valuable and not generally known by the Company's competitors. The Company's
trade secrets include:
a. Any and all information concerning the Company's current, future or proposed products,
including, but not limited to, unpublished computer code (both source code and object
code), drawings, specifications, notebook entries, technical notes and graphs, computer
printouts, technical memoranda and correspondence, product development agreements
and related agreements.
b. Information and materials relating to the Company's purchasing, accounting and

marketing; including, but not limited to, marketing plans, sales data, unpublished
promotional material, cost and pricing information and customer lists.
c. Information of the type described above which the Company obtained from another party
and which the Company treats as confidential, whether or not owned or developed by the
Company.
3. VISITOR’S OBLIGATIONS
In consideration of being admitted to the Company's facilities, The Visitor agrees to hold in the strictest
confidence any trade secrets or confidential information which is disclosed to him/her. The Visitor
agrees not to remove any document, equipment or other materials from the premises without the
499
Company's written permission. The Visitor will not photograph or otherwise record any information
to which he/she may have access during the visit.
4. BINDING AGREEMENT
This Agreement is binding on the Visitor, his/her heirs, executors, administrators and assigns; and inures
to the benefit of the Company, its successors and assigns.
5. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Company and the Visitor with
respect to its subject matter. It supersedes all earlier representations and understandings, whether oral or
written.
IN WITNESS WHEREOF, Company and Customer have executed this agreement at [designate place
of execution] on [date].
COMPANY VISITOR
500
CONTRACTS AND CONSULTANTS ©
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ACKNOWLEDGMENT OF INDEPENDENT r
CONTRACTOR i
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This Acknowledgment of Independent Contractor (the "Agreement") is made and effective this [Date], h
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BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under n
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AND: [CONTRACTOR NAME] (the "Contractor"), a corporation organized and existing under s
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NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the C
Contractor, hereby acknowledges that it has been retained by the Company, for purposes of: o
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[DeSCRIBE] p
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In consideration of the foregoing, the Company agrees to pay the undersigned payment as follows:
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[DeSCRIBE amount and method of payment] a
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1. TERMS i
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a. The undersigned shall be deemed an independent contractor and is not an employee,
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partner, agent, or engaged in a joint venture with Company.
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b. Consistent with the foregoing, the Company shall not deduct withholding taxes, FICA or 2
any other taxes required to be deducted by an employer as I acknowledge my responsibility 0
to pay same as an independent contractor. 0
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c. I further acknowledge that I shall not be entitled to any fringe benefits, pension, retirement, .
profit sharing or any other benefits accruing to employees. A
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
COMPANY CONTRACTOR
502
AGREEMENT BETWEEN OWNER AND
CONTRACTOR
This Agreement Between Owner and Contractor (the “Agreement”) effective [DATE],
BETWEEN: [OWNER NAME] (the "Owner"), a corporation organized and existing under the laws
AND: [CONTRACTOR NAME] (the "Contractor"), a corporation organized and existing under
WHEREAS, Owner finds that the Contractor is qualified to perform the work, all relevant factors
considered, and that such performance will be in furtherance of Owner's business.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be
legally bound, the parties hereto agree as follows:
1. MATERIAL AND LABOR PROVIDED
The Contractor agrees to provide all of the material and labor required to perform the following work
for:
[Describe work to be Performed]
as shown by the drawing(s) and described in the specifications prepared by [NAME] and provided by
the Owner, which are identified by the signatures of the parties to this agreement and which form a part
of this agreement.
The Contractor agrees to provide and pay for all materials, tools and equipment required for the
prosecution and timely completion of the work. Unless otherwise specified, all materials shall be new
and of good quality.
In the prosecution of the work, the Contractor shall employ a sufficient number of workers skilled in
their trades to suitably perform the work.
2. PAYMENT
The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor, the sum of
[AMOUNT], in the following manner:
503
[Describe Method and Timing of Payment]
3. COMPLETION OF THE WORK
The Contractor agrees that the various portions of the above-described work shall be completed on or
before the following dates:
[Insert Dates]
and the entire above-described work shall be completed no later than the [DATE].
4. MODIFICATIONS TO THE WORK
All changes and deviations in the work ordered by the Owner must be in writing, the contract sum being
increased or decreased accordingly by the Contractor. Any claims for increases in the cost of the work
must be presented by the Contractor to the Owner in writing, and written approval of the Owner shall
be obtained by the Contractor before proceeding with the ordered change or revision.
5. ACCESS
The Owner, Owner's representative and public authorities shall at all times have access to the work.
6. CONFORMITY WITH DRAWINGS AND SPECIFICATIONS
The Contractor agrees to re-execute any work which does not conform to the drawings and
specifications, warrants the work performed, and agrees to remedy any defects resulting, from faulty
materials or workmanship which shall become evident during a period of one year after completion of
the work.
7. INSURANCE COVERAGE
The Owner agrees to maintain full insurance on the above-described work during the progress of the
work, in his own name and that of the Contractor.
The Contractor agrees to obtain insurance to protect himself against claims for property damage, bodily
injury or death due to his performance of this agreement.
8. DELAYS
In the event the Contractor is delayed in the prosecution of the work by acts of God, fire, flood or any
other unavoidable casualties; or by labor strikes, late delivery of materials; or by neglect of the Owner;
the time for completion of the work shall be extended for the same period as the delay occasioned by
any of the aforementioned causes.
9. INDEMNIFICATION
504
In the event the work is delayed due to neglect of the Contractor, the Contractor agrees to pay the
Owner the sum of [AMOUNT] per [DAY/WEEK/MONTH] as liquidated damages until such time
as the work is
completed.
10. NO ASSIGNMENT
Neither the Owner nor Contractor shall have the right to assign any rights or interest occurring under
this agreement without the written consent of the other, nor shall the Contractor assign any sums due,
or to become due, to him under the provisions of this agreement.
11. GOVERNING LAW
This agreement shall be interpreted under laws of the State of [STATE/PROVINCE].
Attorney's fees and court costs shall be paid by the defendant in the event that judgment must be, and
is, obtained to enforce this agreement or any breach thereof.
above written.
OWNER CONTRACTOR
505
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional Services (the "Agreement") is made and effective this [Date],
BETWEEN: [CLIENT NAME] (the "Client"), a corporation organized and existing under
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing

under the laws of the [STATE/PROVINCE], with its head office located at
1.
WHEREAS, Client finds that the Company is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and
WHEREAS, Client finds that the Company is qualified to perform the work, all relevant factors
considered, and that such performance will be in furtherance of Client's business.
1. SERVICES TO CLIENT
The Company shall provide the following ("Services") to Client:
[Describe]
2. PAYMENT AND INVOICING TERMS
2.1 Payment for Services
The Company will be paid as follows: [Describe]
2.2 Reimbursable Costs
506
Client shall reimburse the Company all costs incurred in connection with the Services rendered.
Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer
costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the "Reimbursable
Costs"). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation,
tools, and all costs associated with travel. All extraordinary travel expenses must receive Client's
approval. The Company shall provide to Client substantiation of Reimbursable Costs incurred.
2.3 Invoicing
Invoices will be submitted monthly by the Company for payment by Client. Payment is due upon
receipt and is past due [NUMBER] business days from receipt of invoice. If Client has any valid reason
for disputing any portion of an invoice, Client will so notify the Company within [NUMBER] calendar
days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid.
The portion of the Company's invoice which is not in dispute shall be paid in accordance with the
procedures set forth herein. ©
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A finance charge of [%] per month on the unpaid amount of an invoice, or the maximum amount p
allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first y
to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other r
costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not i
current, the Company may suspend performing further work. g
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2.4 Taxes
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All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added v
to any such amount payable by Client the monetary sum equal to any and all current and future i
applicable taxes, however designated, incurred as a result of or otherwise in connection with this s
Agreement or the Services, including without limitation state and local privilege, excise, sales, services, i
withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client o
(other than taxes based on the Company's net income). If Client does not pay such taxes, the Company n
may make such payments and Client will reimburse the Company for those payments. Client will hold C
the Company harmless for any payments made by Client pursuant to this Section 2.4. o
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3. CHANGES
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Client may, with the approval of the Company, issue written directions within the general scope of any
Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company
may be directed to change the direction of the work covered by the Task Order, but no change will be
allowed unless agreed to by the Company in writing.
4. STANDARD OF CARE
The Company warrants that it services shall be performed by personnel possessing competency
consistent with applicable industry standards. No other representation, express or implied, and no
warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable,
work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of
any services performed or software developed. THIS SECTION SETS FORTH THE ONLY
WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND
RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
5. LIABILITY
5.1 Limitation
The Company's liability, including but not limited to Client's claims of contributions and
indemnification related to third party claims arising out of services rendered by the Company, and for
any losses, injury or damages to persons or properties or work performed arising out of or in connection
with this Agreement and for any other claim, shall be limited to the lesser of (i) [Amount] or (ii) payment
received by the Company from Client for the particular service provided giving rise to the claim.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any
special, indirect, consequential, lost profits, or punitive damages. Client agrees to limit the Company's
liability to Client and any other third party for any damage on account of any error, omission or
negligence to a sum not to exceed the lesser of (i) [Amount] or (ii) the payment received by the Company
for the particular service provided giving rise to the claim. The limitation of liability set forth herein is
for any and all matters for which the Company may otherwise have liability arising out of or in
connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise.
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5.2 Remedy
Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for the
Company, upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its
expense, the matter that gave rise to the claim for which the Company is at fault, or (ii) return to Client
the fees paid by Client to the Company for the particular service provided that gives rise to the claim,
subject to the limitation contained in Section 5.1. Client agrees that it will not allege that this remedy
fails its essential purpose.
5.3 Survival
Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason.
6. MISCELLANEOUS
6.1 Insecurity and Adequate Assurances
If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely
fashion, the Company may demand in writing adequate assurances of Client's ability to meet its
payment obligations under this Agreement. Unless Client provides the assurances in a reasonable time
and manner acceptable to the Company, in addition to any other rights and remedies available, Client
may partially or totally suspend its performance while awaiting assurances, without liability to Client.
6.2 Severability
Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the
validity of any remaining provisions, which remaining provisions shall remain in full force and effect as
if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed the remaining portion of this
Agreement without including any such part, parts, or portions which may, for any reason, be hereafter
declared invalid. Any provision shall nevertheless remain in full force and effect in all other
circumstances.
6.3 Modification and Waiver
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Waiver of breach of this Agreement by either part shall not be considered a waiver of any other
subsequent breach.
6.4 Independent Contractor
The Company is an independent contractor of Client.
6.5 Notices. Client shall give the Company written notice within [NUMBER] days of obtaining
knowledge of the occurrence of any claim or cause of action which Client believes that it has, or
may seek to assert or allege, against the Company, whether such claim is based in law or equity,
arising under or related to this Agreement or to the transactions contemplated hereby, or any act
or omission to act by the Company with respect hereto. If Client fails to give such notice to the
Company with regard to any such claim or cause of action and shall not have brought legal action
for such claim or cause of action within said time period, Client shall be deemed to have waived,
and shall be forever barred from bringing or asserting such claim or cause of action in any suit,
action or proceeding in any court or before any governmental agency or authority or any
arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or
the fastest possible means, provided that recipient receives a manually signed copy and the
transmission method is scheduled to deliver within [HOURS] and shall be deemed given when
delivered to the address specified below or such other address as may be specified in a written
notice in accordance with this Section.
If to the Company:
[Describe]
If to Client:
[Describe]
Any party may, by notice given in accordance with this Section to the other parties, designate another
address or person or entity for receipt of notices hereunder.
6.6 Assignment
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The Agreement is not assignable or transferable by Client. This Agreement is not assignable or
transferable by the Company without the written consent of Client, which consent shall not be
unreasonably withheld or delayed.
6.7 Disputes
The Company and Client recognize that disputes arising under this Agreement are best resolved at the
working level by the parties directly involved. Both parties are encouraged to be imaginative in designing
mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any
remaining issues in dispute to higher authority within each participating party's organization for
resolution. Failing resolution of conflicts at the organizational level, the Company and Client agree that
any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding
mediation unless the Company and Client mutually agree otherwise. If the dispute is not resolved
through non-binding mediation, then the parties may take other appropriate action subject to the other
terms of this Agreement.
6.8 Section Headings
Title and headings of sections of this Agreement are for convenience of reference only and shall not
affect the construction of any provision of this Agreement.
6.9 Representations; Counterparts
Each person executing this Agreement on behalf of a party hereto represents and warrants that such
person is duly and validly authorized to do so on behalf of such party, with full right and authority to
execute this Agreement and to bind such party with respect to all of its obligations hereunder. This
Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute but one and the same instrument.
6.10 Residuals
Nothing in this Agreement or elsewhere will prohibit or limit the Company's ownership and use of
ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that
were used, developed or gained in connection with this Agreement. The Company and Client shall each
have the right to use all data collected or generated under this Agreement.
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6.11 Non-solicitation of Employees
During and for [NUMBER] year after the term of this Agreement, Client will not solicit the
employment of, or employ the Company's personnel, without the Company's prior written consent.
6.12 Cooperation
Client will cooperate with the Company in taking actions and executing documents, as appropriate, to
achieve the objectives of this Agreement. Client agrees that the Company's performance is dependent
on Client's timely and effective cooperation with the Company. Accordingly, Client acknowledges that
any delay by Client may result in the Company being released from an obligation or scheduled deadline
or in Client having to pay extra fees for the Company's agreement to meet a specific obligation or
deadline despite the delay.
6.13 Governing Law and Construction
This Agreement will be governed by and construed in accordance with the laws of California, without
regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the
result of negotiation among the parties and their respective counsel and shall not be construed strictly
for or against any party. Each party (i) agrees that any action arising out of or in connection with this
Agreement shall be brought solely in courts of the State of [state/province] (ii) hereby consents to the
jurisdiction of the courts of the State of [state/province] and (iii) agrees that, whenever a party is
requested to execute one or more documents evidencing such consent, it shall do so immediately.
6.14 Entire Agreement; Survival
This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes
all previous contracts, proposals, oral or written, and all other communications between the parties
respecting the subject matter hereof, and supersedes any and all prior understandings, representations,
warranties, agreements or contracts (whether oral or written) between Client and the Company
respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing
executed by the parties hereto.
6.15 Force Majeure
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The Company shall not be responsible for delays or failures (including any delay by the Company to
make progress in the prosecution of any Services) if such delay arises out of causes beyond its control.
Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods,
epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages,
computer or communications failures, and severe weather, and acts or omissions of subcontractors or
third parties.
6.16 Use By Third Parties
Work performed by the Company pursuant to this Agreement are only for the purpose intended and
may be misleading if used in another context. Client agrees not to use any documents produced under
this Agreement for anything other than the intended purpose without the Company's written
permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to
Client and the Company.
above written.
COMPANY CLIENT
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AGREEMENT FOR WORK CHANGE
This Agreement for Work Change (the "Agreement") is made and effective this [Date],
BETWEEN: [HIRER NAME] (the "Hirer"), a corporation organized and existing under the laws of
AND: [CONTRACTOR NAME] (the "Contractor"), a corporation organized and existing under
legally bound, the parties hereto agree to modify contract signed on [Date] as follows:
1. TERMS
The Hirer authorizes and the Contractor agrees to make the following work changes to the above dated
contract:
[DETAIL WORK CHANGES]
There is no additional charge for the above changes.
OR
The agreed additional charge for the above changes is [AMOUNT.
above written.
HIRER CONTRACTOR
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AGREEMENT WITH ACCOUNTANT
This Agreement With Accountant (the "Agreement") is made and effective this [Date],
BETWEEN: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws
AND: [ACCOUNTANT NAME] (the "Accountant"), a corporation organized and existing under
1. Parties to This Agreement
The Client, in order to properly conduct its business, employs the Accountant. The Accountant is duly
licensed by the laws of this state and engaged in the business of providing independent accounting
services and assistance to clients.
2. Services to be Provided
During the length of this contract, the Accountant shall serve the Client and perform any and all services
in accounting and tax matters as the Client requires in connection with the Client's business including
the preparation of accounting statements, tax reports and returns. The Accountant will also provide
supervisory and advisory services to the Client when requested.
3. Payments to Accountant
The Client agrees to pay the Accountant for services at the following rates:
[Describe rate of compensation]
4. When Payments Are Due
The Accountant shall bill the Client on a regular basis for services rendered which bills will be due and
payable upon receipt.
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This agreement shall become effective [DATE] and shall continue in effect until [DATe] or until
terminated in accordance with this agreement.
6. Termination of this Agreement
This agreement may be terminated by either party on [NUMBER] days notice to the other party. All
such notices shall be by certified mail or delivered personally.
7. Entire Agreement
This contract expresses the entire agreement between the Client and the Accountant regarding this
matter. This agreement can only be modified with another written agreement signed by both the Client
and the Accountant. This agreement shall be binding upon both the Client and the Accountant and
their respective heirs, legal representatives and successors in interest.
8. Legal Fees
If either party brings a law suit in order to enforce or interpret the provisions of this agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that
party may be entitled.
9. Governing Law
This agreement shall be interpreted according to the laws of the State of [STATE/PROVINCE].
10. Independent Contractors
Both the Accountant and the Client agree that the relationship created by this agreement is that of
independent contractor and not that of employee and employer. The Accountant is responsible for the
payment of any taxes, including without limitation, all Federal, State and local personal and business
income taxes, sales and use taxes, other business taxes and license fees arising out of the activities of the
Accountant.
11. Signatures
above written.
CLIENT ACCOUNTANT
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BACKGROUND CHECK PERMISSION
This Background Check Permission Agreement (the "Agreement") is made and effective this [Date],
BETWEEN: [PROSPECTIVE EMPLOYEE NAME] (the "Employee"), an individual with his

main address at:
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws
In connection with my application to render services to the Company, I hereby agree as follows:
1. GENERAL CONSENT TO BACKGROUND INVESTIGATION
As a condition of Company's consideration of my application to render services, I give permission to

company to investigate my personal and employment history. I understand that this background
investigation will include, but not be limited to, verification of all information given by me to the
Company.
2. CONSENT TO CONTACT PAST EMPLOYERS AND COMPANIES
I specifically give permission to Company to contact all of my prior employers and companies I have
provided services to for references. I further give permission to all current or previous employers and/or
managers or supervisors to discuss my relevant personal and employment history with Company,
consent to the release of such information orally or in writing, and hereby release them from all liability
and agree not to sue them for defamation or other claims based upon any statements they make to any
representative of Company. I further waive all rights I may have under law to receive a copy of any
written statement provided by any of my former employers or companies I have provided services to
Company. I further agree to indemnify all past employers or companies I have provided services to for
any liability they may incur because of their reliance upon this Agreement.
3. Consent To Contact Government Agencies
I further give permission to the Company to receive a copy of any information obtained in the file of
any federal, state, or local court, or governmental agency concerning or relating to me. I further consent
to the release of such information and waive any right under law concerning notification of the request
for a release of such information. In the event a law does not provide for Company to have access to
information, I hereby delegate the Company as my agent for the receipt of information. I understand
that the scope of this investigation will be limited as required by applicable law.
4. Cooperation with Investigation
I agree to fully cooperate in Company's background investigation, and to sign any waivers or releases
that may be necessary or desirable to obtain access to relevant information. In the event that any former
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employer or other company or federal, state, or local governmental agency will not release reference
information or criminal history information directly to the Company, I agree to personally request such
information to the extent permitted by law.
5. Miscellaneous
This Agreement represents the entire understanding and agreement relating to its subject matter.
Company shall be entitled fully to rely on this Agreement. I understand that I have no guarantee of
being hired to provide services to the Company and that the Company may determine not to engage me
for any lawful reason.
COMPANY APPLICANT
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CHECKLIST FOR O UTSOURCING A GREEMENTS
This checklist will help you ensure that you included all relevant clause in an outsourcing agreement.
Please ask your lawyer to review any agreement or contract before signing it.
Definition of the relationship, goals and objectives of both parties
❑ Exclusive of other vendors

❑ Protect market position of customer
Scope of services to be provided
❑ Define services and deliverables to be provided to customer by vendor

❑ Define services excluded
❑ Define service levels (i.e., performance standards) and remedies
❑ Provide for modification of service levels from initial levels upon execution after conversion
to vendor operations
❑ Provide for milestones and project schedules (time phased, person loaded)
❑ Scope of vendor's authority
Term of agreement
❑ Renewal periods
❑ Automatic renewal
Personnel
❑ Staffing requirements
❑ On customer site/off customer site
❑ Vendor right to change personnel
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❑ Customer right to approve personnel
❑ Specific obligations of vendor regarding vendor personnel
❑ Confidentiality
❑ Non-compete
❑ Guaranteed service period for certain personnel
❑ Succession planning
❑ Mix of staff levels
❑ Vendor to offer employment to customer's work force
❑ Define employees to be transitioned
❑ Parameters for offers of employment
❑ Employee transition plan
Use of customer facilities
❑ Vendor to provide services from customer premises until specified date for conversion to
other facilities
❑ List of equipment and services at facilities available for vendor use

❑ List of facilities square footage and rate to be paid, if any for use by vendor
❑ Vendor access to customer facilities
❑ 24 hour/normal vendor working hours
❑ Security issues
❑ Relocation of vendor
Customer owned equipment
❑ Purchase of equipment owned by customer used to perform the services
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❑ List of equipment/depreciated value
❑ Disposition of equipment subject to capital leases
❑ Obligation of customer to provide or acquire certain equipment
Customer leased equipment
❑ Vendor permitted to use equipment leased by customer to perform the services

❑ Customer to terminate or assign leases for the leased equipment
❑ Customer to exercise option to purchase equipment under terminated lease and sell to
vendor at cost
Data Processing services
❑ For customer owned intellectual property

❑ Customer grants vendor license to use customer owned intellectual property for term
of the agreement or until conversion of services using other intellectual property, if
contemplated by parties
❑ Assignment to vendor of licenses for non-customer owned intellectual property to be

used to provide services
❑ Termination of licenses for intellectual property not required by vendor to perform

services
❑ Obligation for integration, new products

❑ Cost of correction of processing errors
Vendor intellectual property
❑ License to use/included as part of services

❑ License with respect to termination
❑ Bankruptcy issues
❑ Substantive license issues (scope of use, updates, warranties, etc.)
Third party services
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❑ Customer to assign agreements for third party services to vendor
❑ Vendor responsible for cost of third party services
❑ Vendor to have the right to replace third party services with its own services or services
of a third party of its choice
Management of projects and other services
❑ Appointment of project managers by vendor and customer to be principal liaisons between

parties
❑ Respective roles of parties (e.g., establishing priorities)

❑ Management planning
❑ Acceptance testing of vendor deliverables
Customer responsibilities
❑ Establish priorities
❑ Delivery of data
❑ Training
❑ Forms/documents/supplies/consumables
Confidentiality obligations
❑ Customer business information/data

❑ Vendor business information
❑ Intellectual property of either party or its licensor
Customer data
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❑ Security
❑ Right of customer to obtain data at any time
❑ Back-up procedures
Procedures to change scope of services
❑ Customer right to change priority or scope of vendor's services/effect on rights and

obligations of both parties
❑ Procedures for requesting changes to vendor's services

❑ Different performance standards for changes
Conversion services
❑ Development of a plan to convert from customer's procedures to vendor's procedures to

provide services
❑ Rights and obligations related to performance standards

❑ Software or processing modifications
❑ Scope
❑ Approval by customer
❑ Vendor obligations for updates, legal and regulatory changes
Training
❑ Training for customer personnel

❑ Full training/"train the trainer"
❑ Daily/hourly
Fee structure
524
❑ Fixed time/time based fee/volume based fee
❑ Basis of calculation
❑ Credits/reimbursements to customer
❑ Expenses
❑ Cost of living adjustment
❑ Fee schedule based on milestones
❑ Late fees/payment and billing/disputed amounts
Liability issues
❑ Limitation of liability
❑ Warranties regarding services/products/personnel
❑ Disclaimer of warranties
❑ Indemnities
Termination
❑ Specific rights
❑ Right to extend for limited time upon termination
❑ Termination assistance
❑ Transitional rights and obligations
❑ Offers to personnel
❑ Acquisition of equipment/software
Sharing of computer resources
❑ Use of resources other than customer purposes
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❑ Use by customer (if less than a full outsourcing)
Dispute resolution
Assignment
Insurance requirements
Independent contractor status
Restriction on hiring of other party's personnel
Taxes
Disaster Recovery/Force Majeure
Audit issues
Most Favored Customer
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CHECKLIST T EMPORARY H ELP AGENCY S CREENING
Before you call the temporary help agency, ask yourself what you need
❑ Do you need a last-minute fill-in for an absent employee?

❑ How long will you need the temporary? If the need is long term, estimate the length o time.
❑ What hours will the temporary need to work?
❑ What particular skills will your temporary worker need to have? Consider:
❑ Specific computer and software skills
❑ Public contact skills (in person or on the phone)
Once you know what you need, pick a few agencies from the phone book and assess their:
❑ Responsiveness and professionalism

❑ How many times did the phone ring before it was answered?
❑ Was the person courteous and helpful?
❑ Did the person ask meaningful questions, give you clear answers to your questions, and
make sure you were fully informed?
❑ Ability to meet your needs

❑ Does the firm specialize in placing the kinds of workers you need?
❑ Does the firm have workers in your geographic location?
❑ What customer service and satisfaction features does the firm have?
❑ Are the agency’s rates competitive for the kind of worker you need?
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After you’ve called a few agencies and have narrowed your selection to a few possibilities, make
an appointment to visit those agencies to discuss more specifically what you need. When you
visit, be sure to cover the following points:
❑ How are temporary workers tested and screened?

❑ What benefits are offered to workers (better benefits attract better workers)?
❑ Pricing information:
❑ What are the billing rates?
❑ How are workers categorized into skill levels and corresponding pay rates?
❑ Payment information
❑ What methods of payment are acceptable?
❑ When is payment due for the services provided?
❑ If you want to permanently hire the temp worker, how much you will have to pay the
temporary agency?
❑ Does the agency carry workers’ comp, liability insurance, and errors and omission
insurance?
❑ Are employees and workers bonded?
After you have collected this information, you should be able to make a more informed decision
about which agency will be able to help you. In making your decision, be sure to:
❑ Check the agency’s references

❑ Contact the Better Business Bureau and Chamber of Commerce for information on the
agencies
❑ Check with other business owners and colleagues
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CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is made and effective the [Date]
AND: [SIGNATOR NAME] (the "Signator"), a corporation organized and existing under the laws
of the [STATE/PROVINCE], with its head office located at
1. Length of Agreement
This Agreement begins retroactively to the beginning of Signator’s relationship with Company and
remains in effect at all times during any consulting, partnering, or other business relationship between
the parties and for the periods of time specified thereafter as set forth below. This Agreement does not
create any form of continued business relationship other than as set forth in a separate written agreement
signed and dated by all parties.
2. Representation and Warranties
Signator represents and warrants that their relationship with Company will not cause or require it to
breach any obligation to, agreement, or confidence related to confidential, trade secret and proprietary
information with any other person, company or entity. Further, Signator acknowledges that a condition
of this relationship is that it has not brought and will not bring or use in the performance of its duties at
Company any proprietary or confidential information, whether or not in writing, of a former employer
without that employer’s written authorization. Breach of this condition results in automatic
termination of the relationship as of the time of breach. Except as may be noted on the back of the
signature page hereof, there are no inventions of Signator heretofore made or conceived by Signator that
Signator deems to be excluded from the scope of this Agreement, and Signator hereby releases Company
from any and all claims by the Signator by reason of any use by Company of any invention heretofore
made or conceived by Signator.
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3. Confidentiality
a. Signator hereby acknowledges that Company has made, or may make, available to Signator
certain customer lists, pricing data, supply sources, techniques, computerized data, maps,
methods, product design information, market information, technical information,
benchmarks, performance standards and other confidential and/or Proprietary Information
of, or licensed to, the Company or its clients/customers (“Customers”), including without
limitation, trade secrets, inventions, patents, and copyrighted materials (collectively, the
“Confidential Material”).
b. Signator acknowledges that this information has independent economic value, actual or
potential, that is not generally known to the public or to others who could obtain economic
value from their disclosure or use, and that this information is subject to a reasonable effort
by the Company to maintain its secrecy and confidentiality. Except as essential to Signator’s
obligation under this Agreement, Signator shall not make any disclosure of this Agreement,
the terms of this Agreement, or any of the Confidential Material. Except as essential to
Signator's obligations pursuant to their relationship with the Company, Signator shall not
make any duplication or other copy of the Confidential Material.
c. Signator shall not remove Confidential Material or proprietary property or documents

without written authorization. Immediately upon request from Company, Signator shall
return to Company all Confidential Material or proprietary property or documents.
Signator shall notify each person to whom any disclosure is made that such disclosure is
made in confidence, that the Confidential Material shall be kept in confidence by such
persons, and that such persons shall be bound by the provisions of this Agreement. Signator
further promises and agrees not solicit Customers or potential Customers of the Company,
after the termination of this Agreement, while making use of Company’s Confidentiality
Material.
a. For the purpose of this Agreement, “Proprietary Information” shall include, but not limited
to any information, observation, data, written material, record, document, drawing,
photograph, layout, computer program, software, multimedia, firmware, invention,
discovery, improvement, development, tool, machine, apparatus, appliance, design, work of
authorship, logo, system, promotional idea, customer list, customer need, practice, pricing
530
information, process, test, concept, formula, method, market information, technique, trade
secret, product and/or research related to the actual or anticipated research development,
products, organization, marketing, advertising, business or finances of Company, its
affiliates or related entities.
b. All right, title, and interest of every kind and nature whatsoever in and to the Proprietary
Information made, written, discussed, developed, secured, obtained or learned by Signator
during the term of the relationship with the Company or the [time] period immediately
following termination of that relationship, shall be the sole and exclusive property of
Company for any purpose or use whatsoever, and shall be disclosed promptly by Signator
to Company. The covenants set forth in the preceding sentence shall apply regardless of
whether any Propriety Information is made, written, discussed, developed, secured,
obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or
otherwise, (c) at the request and upon the suggestion of Company or otherwise, (d) with
Company’s materials, tools, instruments, or (e) on Company's premises or otherwise.
c. Signator shall comply with any reasonable rules established from time to time by Company
for the protection of the confidentiality of any Proprietary Information. Signator
irrevocably appoints the President and all Vice Presidents of the Company to act as
Signator’s agent and attorney-in-fact to perform all acts necessary to obtain and/or maintain
patents, copyrights and similar rights to any Proprietary Information assigned by Signator
to Company under this Agreement if (a) Signator refuses to perform those acts, or (b) is
unavailable, within the meaning of any applicable laws. Signator acknowledges that the
grant of the foregoing power of attorney is coupled with an interest and shall survive the
death or disability of Signator.
d. Signator shall promptly and fully disclose to Company, in confidence (a) all Proprietary
Information that Signator creates, conceives or reduces to practice in writing either alone or
with others during the term of this Agreement, and (b) all patent applications and copyright
registrations filed by Signator within one year after termination of this Agreement,
including but not limited to materials and methodologies involved.
e. Any application for a patent, copyright registration or similar right filed by Signator within
one year after termination of this Agreement shall be presumed to relate to Proprietary
531
Information created by Signator during the term of this Agreement, unless Signator can
prove otherwise with reasonable certainty.
f. Nothing contained in this Agreement shall be construed to preclude Company from

exercising all of its rights and privileges as sole and exclusive owner of all of the Proprietary
Information owned by or assigned to Company under this Agreement. Company, in
exercising such rights and privileges with respect to any particular item of Proprietary
Information, may decide not to file any patent application or any copyright registration on
such Proprietary Information, may decide to maintain such Proprietary Information as
secret and confidential, or may decide to abandon such Propriety Information, or dedicate
it to the public. Signator shall have no authority to exercise any rights or privileges with
respect to the Proprietary Information owned by or assigned to Company under this
Agreement.
5. Works for Hire
a. Signator acknowledges that all works of authorship performed for Company are subject to
Company’s direction and control and that such works constitute a work for hire pursuant
to [law].
b. All Propriety Information developed, created, invented, devised, conceived or discovered by

Signator that is subject to copyright are explicitly considered by Signator and Company to
be “works made for hire” and the property of Company.
6. Assignment
a. Company shall own as its sole and exclusive property, and Signator agrees to assign, transfer,
and convey and or its authorized nominees all of his or her right, title and interest in and to
any and all said “ideas” that related generally to Company’s business, including but not
limited to any inventions, processes, improvements, ideas, copyrightable works of art,
trademarks, copyrights, formulas, manufacturing technology, developments, writings,
discoveries, and trade secrets that Signator may make, conceive, or reduce to practice,
whether solely or jointly with others, copyrightable, patentable or unpatentable, from the
532
date of this Agreement or the date of first employment with Company if earlier, until the
termination of Signator’s employment.
b. Signator is not required to assign any invention where no Company equipment, supplies,
facilities or trade secret information was used and that was developed entirely on Signator’s
own time and: that does not relate to Company’s business or to Company’s actual
demonstrably anticipated research or development or; that does not result from work
performed for Company.
c. Signator hereby assigns to Company all releases and discharges Company, any affiliate of
Company and their respective officers, directors and employees, from and against any and
all claims, demands, liabilities, costs, and expenses of Signator arising out of, or relating to,
any Propriety Information.
7. Execution of Instruments
a. During employment by Company, upon request and without compensation other than as
herein provided but at no expense to Signator, Signator shall execute any documents and
take any action Company may deem necessary or appropriate to effectuate the provisions of
this Agreement, including without limitation assisting Company in obtaining and/or
maintaining patents, copyrights or similar rights to any Proprietary Information assigned to
Company.
b. Signator further agrees that the obligations and undertakings stated in this paragraph will
continue beyond termination of employment for any reason by the Company, but if
Signator is called upon for such assistance after termination of employment, Signator is
entitled to fair and reasonable fee in addition to reimbursement of any expenses incurred at
the request of the Company.
8. Patent Application
533
a. Company agrees to pay all expenses in connection with the preparation and prosecution of
patent applications in the [Country] and all foreign countries wherein Company may desire
to obtain patents.
b. Company agrees to pay Signator a cash award of [specify] upon execution by Signator of
application for [country] Letters Patent for such invention or improvement and issuance of
a patent on said application, together with an assignment thereof to Company.
c. Excepted from this Agreement are inventions or improvements relating to Company

business made by Signator before commencement of this employment by Company which
are:
i. embodied in the [country] Letters Patent or an application for [country] Letters Patent
filed prior to commencement of this employment; or
ii. in the possession of a former Company who owns the invention; or
iii. set forth in an attachment hereto.
9. Non-Compete
Signator agrees not to engage in any activity that is competitive with any activity of Company during
the course of their relationship and for a period of [Specify] after termination of the Agreement. For
purposes of this paragraph, competitive activity encompasses forming or making plans to form a
business entity that may be deemed to be competitive with any business of Company. This does not
prevent Signator from seeking or obtaining employment or other forms of business relationships with a
competitor after termination of employment with Company so long as such competitor was in existence
prior to the termination of relationship with Company and Signator was in no way involved with the
organization or formation of such competitor.
10. Business Opportunities
During the terms of this Agreement, if Signator becomes aware of any project, investment, venture,
business or other opportunity (any of the preceding, collectively referred to as an “Opportunity”) that
534
is similar to, competitive with, related to, or in the same field as Company, or any project, investment,
venture, or business of Company, then Signator shall so notify Company immediately in writing of such
Opportunity and shall use Signator’s good-faith efforts to cause Company to have the opportunity to
explore, invest in, participate in, or otherwise become affiliated with such Opportunity.
11. No Ownership
Neither Signator nor any of their agents or principals shall become or be deemed an owner, partner,
joint venture or agent of or with Company or any of its affiliates or related companies or businesses by
reason of this Agreement or his/her relationship with Company unless set forth in a separate written
agreement signed and dated by the parties. Neither Company nor Signator nor any agent, Signator,
officer or independent contractor of or retained by Signator shall have any authority to bind the other
in any respect unless set forth in a separate written agreement signed and dated by the parties.
12. Solicitation of Employees
Signator agrees that he/she will not, either during the period of this Agreement, or for a period of
[number] year after this Agreement has terminated, solicit any of Company’s employees for a competing
business or otherwise induce or attempt to induce such employees to terminate their employment with
Company.
13. Soliciting Customers After Termination of Agreement
For a period of [time], following the termination of the relationship with the Company, Signator shall
not, directly or indirectly, make known to any person, firm or corporation the names or addresses of any
of the customers of Company or any other information pertaining to them, or call on, solicit, take away,
or attempt to call on, solicit, or take away any customer of Company on whom Signator called or with
whom Signator became acquainted during the time of this Agreement, for either itself or for any other
person, firm, or corporation.
535
Signator hereby acknowledges (1) the unique nature of the protections and provisions set forth in this
Agreement, (2) that Company will suffer irreparable harm if Signator breaches any of said protections
or provisions, and (3) that monetary damages will be inadequate to compensate Company for such
breach. Therefore, if Signator breaches any of such provisions, then Company shall be entitled to
injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
15. Continuing Effects
Signator’s obligations regarding trade secrets and confidential information shall continue in effect
beyond the period of the relationship as stated above, and said obligation shall be binding upon
Signator’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representatives.
16. Subsidiaries And Parents
For the purposes of this Agreement, the term “Company” shall also be deemed to include any affiliated
organization that owns fifty percent (50%) or more of the voting stock, whether or not Signator is
directly employed by such other organization.
17. Non-Filing
Signator specifically agrees that Company’s rights granted hereunder shall include the right not to file
for copyrights or domestic or foreign patents when such is considered by Company in its sole discretion
appropriate for the business objectives of Company.
18. Notice to Signator
This Agreement does not apply to any invention for which no equipment, supplies, facility, or trade
secret information of Company was used and that was developed entirely on Signator’s own time and:
a. That does not relate (1) to Company’s business or (2) to the actual or anticipated research
or development work of Company; or
b. That does not result from any work performed by Signator or Company. The burden of
proof is on the Signator with respect to the exceptions of this Paragraph.
19. Counterparts
536
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute a single integrated document.
20. Severable Provisions
The provisions of this Agreement are severable, and if any one or more provisions may be determined
to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially
unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
In the event any litigation, arbitration, mediation or other proceeding (“Proceeding”) is initiated by any
party against any other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in
connection with this Agreement, the prevailing party in such Proceeding shall be entitled to recover
from the unsuccessful party all costs, expenses and actual attorney's fees relating to or arising out of (a)
such proceeding, whether or not such proceeding proceeds to judgment, and (b) any post-judgment or
post-award proceeding, including without limitation one to enforce any judgment or award resulting
from any such Proceeding. Any such judgment or award shall contain a specific provision for the
recovery of all such attorneys’ fees, costs, and expenses. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs, expenses and actual attorney’s
fees.
22. Modifications
537
24. Waiver
25. Drafting Ambiguities
Each party to this Agreement has reviewed and had the opportunity to revise this Agreement. Each party
to this Agreement has had the opportunity to have legal counsel review and revise this Agreement. The
rule of construction that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
26. Jurisdiction and Venue
This Agreement is to be construed pursuant to Laws of the State of [state/province]. Jurisdiction and
venue for any claim arising out of this Agreement shall be made in the State of [state/province].
27. Receipt of Copy
Signator hereby acknowledges that it has received a signed copy of this Agreement.
538
COMPANY SIGNATOR
539
©
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y
CONFIDENTIALITY AND INVENTION r
AGREEMENT i
g
This Confidentiality and Invention Agreement ("Agreement") is made and effective this [Date], h
t
BETWEEN: [CONSULTANT NAME] (the "Consultant"), a corporation organized and existing E
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws v
of the [STATE/PROVINCE], with its head office located at i
s
In consideration of the Consultant relationship with the Company (which for purposes of this i
Agreement shall be deemed to include any subsidiaries or Affiliates of the Company), the receipt of o
confidential information while associated with the Company, and other good and valuable n
consideration, the undersigned Consultant, agrees that: C
o
1. Terms of Agreement r
This Agreement shall continue in full force and effect for the duration of the relationship between the p
Consultant and the Company and shall continue thereafter until terminated through a written o
instrument signed by both parties. r
a
For purposes of this Agreement, “Affiliate” shall mean any person or entity that shall directly or t
indirectly i
o
controls, is controlled by, or is under common control with the Company.
n
2. Confidentiality .
2
2.1. Definitions 0
0
"Proprietary Information" is all information and any idea whatever form, tangible or intangible,
2
pertaining in any manner to the business of the Company, or any of its Affiliates, or its employees,
.
clients, consultants, or business associates, which was produced by any employee or consultant of the
A
Company in the course of his or her employment or consulting relationship or otherwise produced or
l
acquired by or on behalf of the Company. All Proprietary Information not generally known outside of
l
the Company's organization, and all Proprietary Information so known only through improper means,
r
shall be deemed "Confidential Information." By example and without limiting the foregoing definition,
i
Proprietary and Confidential Information shall include, but not be limited to:
g
h
t
s
540 r
e
s
e
a. Formulas, research and development techniques, processes, trade secrets, computer
programs, software, electronic codes, mask works, inventions, innovations, patents,
patent applications, discoveries, improvements, data, know-how, formats, test results, and
research projects;
b. Information about costs, profits, markets, sales, contracts and lists of customers, and
distributors;
c. Business, marketing, and strategic plans; forecasts, unpublished financial information, ©

budgets, projections, and customer identities, characteristics and agreements; and C
employee personnel files and compensation information. o
p
Confidential Information is to be broadly defined, and includes all information that has or could have y
commercial value or other utility in the business in which the Company is engaged or contemplates r
engaging, and all information of which the unauthorized disclosure could be detrimental to the interests i
of the Company, whether or not such information is identified as Confidential Information by the g
Company. h
t
E
2.2. Existence of Confidential Information n
v
The Company owns and has developed and compiled, and will develop and compile, certain trade i
secrets, proprietary techniques and other Confidential Information which have great value to its s
business. This Confidential Information includes not only information disclosed by the Company to i
the Consultant, but also information developed or learned by the Consultant during the course of the o
relationship with the Company. n
C
o
2.3. Protection of Confidential Information r
p
The Consultant will not, directly or indirectly, use, make available, sell, disclose or otherwise o
communicate to any third party, other than in the assigned duties and for the benefit of the Company, r
any of the Company's Confidential Information, either during or after the relationship with the a
Company. In the event the Consultant desires to publish the results of the work for the Company t
through literature or speeches, the Consultant will submit such literature or speeches to the President i
of the Company at least 10 days before dissemination of such information for a determination of o
whether such disclosure may alter trade secret status, may be prejudicial to the interests of the Company, n
.
541 2
0
0
2
.
or may constitute an invasion of its privacy. The Consultant agrees not to publish, disclose or otherwise
disseminate such information without prior written approval of the President of the Company. The
Consultant acknowledges that the unauthorized disclosure of Confidential Information of the
Company may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure
of trade secrets.
2.4. Delivery of Confidential Information
Upon request or when the relationship with the Company terminates, the Consultant will immediately
deliver to the Company all copies of any and all materials and writings received from, created for, or
belonging to the Company including, but not limited to, those which relate to or contain Confidential
Information.
2.5. Location and Reproduction
The Consultant shall maintain at its workplace only such Confidential Information as the Consultant
has a current "need to know." The Consultant shall return to the appropriate person or location or
otherwise properly dispose of Confidential Information once that need to know no longer exists. The
Consultant shall not make copies of or otherwise reproduce Confidential Information unless there is a
legitimate business need of the Company for reproduction.
2.6. Prior Actions and Knowledge
The Consultant represents and warrants that from the time of the first contact with the Company the
Consultant helds in strict confidence all Confidential Information and has not disclosed any
Confidential Information, directly or indirectly, to anyone outside the Company, or used, copied,
published, or summarized any Confidential information, except to the extent otherwise permitted in
this Agreement.
2.7. Third-Party Information
The Consultant acknowledges that the Company has received and, in the future, will receive from third
parties their confidential information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited purposes. The Consultant
agrees that it will at all times hold all such confidential information in the strictest confidence and not
to disclose or use it, except as necessary to perform the obligations hereunder and as is consistent with
the Company's agreement with such third parties.
542
2.8. Third Parties
The Consultant represents that the relationship with the Company does not and will not breach any
agreements with or duties to a former employer or any other third party. The Consultant will not
disclose to the Company or use on its behalf any confidential information belonging to others and will
not bring onto the premises of the Company any confidential information belonging to any such party
unless consented to in writing by such party.
3. Proprietary Rights, Inventions and New Ideas
3.1. Definition
The term "Subject Ideas or Inventions" includes any and all ideas, processes, trademarks, service marks,
inventions, designs, technologies, computer hardware or software, original works of authorship,
formulas, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas,
and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not
patentable, which are conceived, developed or created which: (1) relate to the Company's current or
contemplated business; (2) relate to the Company's actual or demonstrably anticipated research or
development; (3) result from any work performed by the Consultant for the Company; (4) involve the
use of the Company's equipment, supplies, facilities or trade secrets; (5) result from or are suggested by
any work done by the Company or at the Company's request, or any projects specifically assigned to the
Consultant; or (6) result from the access to any of the Company's memoranda, notes, records, drawings,
sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions,
processes, equipment or other materials (collectively, "Company Materials").
3.2. Company Ownership
All right, title and interest in and to all Subject Ideas and Inventions, including but not limited to all
registrable and patent rights which may subsist therein, shall be held and owned solely by the Company,
and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. The
Consultant shall mark all Subject Ideas and Inventions with the Company's copyright or other
proprietary notice as directed by the Company and shall take all actions deemed necessary by the
Company to protect the Company's rights therein. In the event that the Subject Ideas and Inventions
shall be deemed not to constitute works made for hire, or in the event that the Consultant should
otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to
543
any Subject Ideas and Inventions, the Consultant agrees to assign to the Company, without further
consideration, its entire right, title and interest in and to each and every such Subject Idea and Invention.
3.3. Disclosure
The Consultant agrees to disclose promptly to the Company full details of any and all Subject Ideas and
Inventions.
3.4. Maintenance of Records
The Consultant agrees to keep and maintain adequate and current written records of all Subject Ideas
and Inventions and their development made by the Consultant (solely or jointly with others) during the
term of the relationship with the Company. These records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the Company. These records will be available
to and remain the sole property of the Company at all times.
3.5. Determination of Subject Ideas and Inventions
The Consultant further agrees that all information and records pertaining to any idea, process,
trademark, service mark, invention, technology, computer hardware or software, original work of
authorship, design, formula, discovery, patent, copyright, product, and all improvements, know-how,
rights, and claims related to the foregoing ("Intellectual Property"), that the Consultant does not believe
to be a Subject Idea or Invention, but that is conceived, developed, or reduced to practice by the
Company (alone by the Consultant or with others) during the relationship with the Company and for
one (1) year thereafter, shall be disclosed promptly by the Consultant to the Company. The Company
shall examine such information to determine if in fact the Intellectual Property is a Subject Idea or
Invention subject to this Agreement.
3.6. Access
Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by the
Consultant, or whether it results from the access to Confidential Information or Company Materials,
the Consultant agrees that any Subject Idea and Invention shall, among other circumstances, be deemed
to have resulted from its access to Company Materials if: (1) it grew out of or resulted from the work
with the Company or is related to the business of the Company, and (2) it is made, used, sold, exploited
or reduced to practice, or an application for patent, trademark, copyright or other proprietary
protection is filed thereon, by the Consultant or with its significant aid, within one year after
termination of the relationship with the Company.
544
3.7. Assistance
The Consultant further agrees to assist the Company in every proper way (but at the Company's
expense) to obtain and from time to time enforce patents, copyrights or other rights or registrations on
said Subject Ideas and Inventions in any and all countries, and to that end will execute all documents
necessary:
a. To apply for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection in any
country throughout the world and when so obtained or vested to renew and restore the
same; and;
b. To defend any opposition proceedings in respect of such applications and any

opposition proceedings or petitions or applications for revocation of such letters patent,
copyright or other analogous protection; and;
c. To cooperate with the Company (but at the Company's expense) in any enforcement
or infringement proceeding on such letters patent, copyright or other analogous
protection.
3.8. Authorization to Company
In the event the Company is unable, after reasonable effort, to secure the Consultant’s signature on any
patent, copyright or other analogous protection relating to a Subject Idea and Invention, whether
because of the Consultant’s physical or mental incapacity or for any other reason whatsoever, the
Consultant hereby irrevocably designate and appoint the Company and its duly authorized officers and
agents as its agent and attorney-in-fact, to act for and on its behalf and stead to execute and file any such
application, applications or other documents and to do all other lawfully permitted acts to further the
prosecution, issuance, and enforcement of letters patent, copyright or other analogous rights or
protections thereon with the same legal force and effect as if executed by the Consultant. The
Consultant’s obligation to assist the Company in obtaining and enforcing patents and copyrights for
Subject Ideas and Inventions in any and all countries shall continue beyond the termination of the
relationship with the Company, but the Company shall compensate the Consultant at a reasonable rate
545
after such termination for time actually spent by the Consultant at the Company's request on such
assistance.
3.9. Acknowledgement
The Consultant acknowledges that there are no currently existing ideas, processes, inventions,
discoveries, marketing or business ideas or improvements which I desire to exclude from the operation
of this Agreement. To the best of the Consultant’s knowledge, there is no other contract to assign
inventions, trademarks, copyrights, ideas, processes, discoveries or other intellectual property that is now
in existence between the Consultant and any other person (including any business or governmental
entity).
3.10. No Use of Name
The Consultant shall not at any time use the Company's name or any the Company trademark(s) or
trade name(s) in any advertising or publicity without the prior written consent of the Company.
4. Competitive Activity
4.1. Acknowledgment
The Consultant acknowledges that the pursuit of the activities forbidden by Section 4.2 below would
necessarily involve the use, disclosure or misappropriation of Confidential Information.
4.2. Prohibited Activity
To prevent the above-described disclosure, misappropriation and breach, the Consultant agrees that
during the relationship and for a period of one (1) year thereafter, without the Company's express
written consent, the Consultant shall not, directly or indirectly, (i) employ, solicit for employment, or
recommend for employment any person employed by the Company (or any Affiliate); and (ii) engage
in any present or contemplated business activity that is or may be competitive with the Company (or
any Affiliate) in any state where the Company conducts its business, unless the Consultant can prove
that any action taken in contravention of this subsection (ii) was done without the use in any way of
Confidential Information.
546
5. Representations and Warranties
The Consultant represents and warrants (i) that it has no obligations, legal or otherwise, inconsistent
with the terms of this Agreement or with its undertaking a relationship with the Company; (ii) that the
performance of the services called for by this Agreement do not and will not violate any applicable law,
rule or regulation or any proprietary or other right of any third party; (iii) that the Consultant will not
use in the performance of its responsibilities for the Company any confidential information or trade
secrets of any other person or entity; and (iv) that the Consultant has not entered into or will enter into
any agreement (whether oral or written) in conflict with this Agreement.
6. Termination Obligations
a. Upon the termination of the relationship with the Company or promptly upon the
Company's request, the Consultant shall surrender to the Company all equipment, tangible
Proprietary Information, documents, books, notebooks, records, reports, notes,
memoranda, drawings, sketches, models, maps, contracts, lists, computer disks (and other
computer-generated files and data), any other data and records of any kind, and copies
thereof (collectively, "Company Records"), created on any medium and furnished to,
obtained by, or prepared by the Consultant in the course of or incident to the relationship
with the Company, that are in its possession or under its control.
b. The consultant’s representations, warranties, and obligations contained in this Agreement

shall survive the termination of the relationship with the Company.
c. Following any termination of the relationship with the Company, the Consultant will fully
cooperate with the Company in all matters relating to its continuing obligations under this
Agreement.
d. The Consultant hereby grants consent to notification by the Company to any of its future
companies the Consultant consults with about its rights and obligations under this
Agreement.
547
e. Upon termination of its relationship with the Company, the Consultant will execute a
Certificate acknowledging compliance with this Agreement in the form reasonably
requested by the Company.
The Consultant acknowledges that its failure to carry out any obligation under this Agreement, or a
breach by the Consultant of any provision herein, will constitute immediate and irreparable damage to
the Company, which cannot be fully and adequately compensated in money damages and which will
warrant preliminary and other injunctive relief, an order for specific performance, and other equitable
relief. The Consultant further agrees that no bond or other security shall be required in obtaining such
equitable relief and hereby consents to the issuance of such injunction and to the ordering of specific
performance. The Consultant also understand that other action may be taken and remedies enforced
against the Consultant.
8. Modification
No modification of this Agreement shall be valid unless made in writing and signed by both parties.
9. Binding Effect
This Agreement shall be binding upon the Consultant, its heirs, executors, assigns and administrators
and is for the benefit of the Company and its successors and assigns.
10. Governing Law
This Agreement shall be construed in accordance with, and all actions arising under or in connection
therewith shall be governed by, the internal laws of the State of [state/province],
548
11. Integration
This Agreement sets forth the parties' mutual rights and obligations with respect to proprietary
information, prohibited competition, and intellectual property. It is intended to be the final, complete,
and exclusive statement of the terms of the parties' agreements regarding these subjects. This Agreement
supersedes all other prior and contemporaneous agreements and statements on these subjects, and it
may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To
the extent that the practices, policies, or procedures of the Company, now or in the future, apply to the
Consultant and are inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control unless changed in writing by the Company.
12. Not Employment
This Agreement is not an employment agreement as the Consultant is an independent consultant. The
Consultant understand that the Company may terminate its association with it at any time, with or
without cause, subject to the terms of any separate written consulting agreement executed by a duly
authorized officer of the Company.
13. Construction
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or
against any party. By way of example and not limitation, this Agreement shall not be construed against
the party responsible for any language in this Agreement. The headings of the paragraphs hereof are
inserted for convenience only, and do not constitute part of and shall not be used to interpret this
Agreement.
14. Attorneys' Fees
Should either the Consultant or the Company, or any heir, personal representative, successor or
permitted assign of either party, resort to legal proceedings to enforce this Agreement, the prevailing
party in such legal proceeding shall be awarded, in addition to such other relief as may be granted,
attorneys' fees and costs incurred in connection with such proceeding.
549
15. Severability
If any term, provision, covenant or condition of this Agreement, or the application thereof to any
person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this
Agreement and such term, provision, covenant or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
16. Rights Cumulative
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or
remedy by either the Company or the Consultant (or by that party's successor), whether pursuant
hereto, to any other agreement, or to law, shall not preclude or waive that party's right to exercise any or
all other rights and remedies. This Agreement will inure to the benefit of the Company and its successors
and assigns.
17. Nonwaiver
The failure of either the Company or the Consultant, whether purposeful or otherwise, to exercise in
any instance any right, power or privilege under this Agreement or under law shall not constitute a
waiver of any other right, power or privilege, nor of the same right, power or privilege in any other
instance. Any waiver by the Company or by the Consultant must be in writing and signed by either the
Consultant, if the Consultant is seeking to waive any of its rights under this Agreement, or by an officer
of the Company or some other person duly authorized by the Company.
18. Notices
Any notice, request, consent or approval required or permitted to be given under this Agreement or
pursuant to law shall be sufficient if it is in writing, and if and when it is hand delivered or sent by regular
mail, with postage prepaid, to the Consultant’s pricipal office, or to the Company's principal office, as
the case may be.
19. Agreement to Perform Necessary Acts
The Consultant agree to perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Agreement.
550
20. Assignment
This Agreement may not be assigned without the Company's prior written consent.
21. Compliance with Law
The Consultant agrees to abide by all federal, state, and local laws, ordinances and regulations.
22. Acknowledgment
The Consultant acknowledges having had the opportunity to consult legal counsel in regard to this
Agreement, having read and understand this Agreement, that the Consultant is fully aware of its legal
effect, and that it has entered into it freely and voluntarily and based on its own judgment and not on
any representations or promises other than those contained in this Agreement.
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND

AFFECTS THE CONSULTANT'S RIGHTS TO INVENTIONS AND OTHER
INTELLECTUAL PROPERTY THE CONSULTANT MAY DEVELOP.
above written.
COMPANY CONSULTANT
551
552
CONSULTANT NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [CONSULTANT NAME] (the "Consultant"), a corporation organized and existing

WHEREAS, Consultant has been or will be engaged in the performance of work on the Company's
System (the "System"); and in connection therewith will be given access to certain confidential and
proprietary information; and
WHEREAS, Consultant and Company wish to evidence by this agreement the manner in which said
confidential and proprietary material will be treated.
NOW, THEREFORE, it is agreed as follows:
Consultant acknowledges that the System, the source code, object code and all System documentation
relating thereto ("Proprietary Information") are confidential and proprietary to the Company; and
Consultant agrees to use reasonable care (the same being not less than that employed to protect
Consultant's own proprietary information) to safeguard the Proprietary Information and to prevent the
unauthorized use or disclosure thereof.
2. Non-Disclosure
553
Consultant shall disclose or give access to Proprietary Information only to such Consultant's employees,
agents or contractors ("Consultant Personnel") having a need-to-know in connection with Consultant's
engagement and for use in connection therewith. Consultant will advise Consultant Personnel having
access to Proprietary Information of the confidential and proprietary nature thereof.
3. Copies
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary
notices contained in the original.
4. Termination
Consultant shall, upon completion of the tasks assigned to Consultant, upon termination of
Consultant's engagement with respect to the System, or upon demand, whichever is earliest, return any
and all Proprietary Information (including any copies or reproductions thereof in its possession or
control.
5. Unauthorized Use
Consultant shall promptly advise Company in writing if it learns of any unauthorized use or disclosure
of Proprietary Information by any Consultant Personnel or former Consultant Personnel.
6. Work Product
Consultant shall have no proprietary interest in the work product developed by consultant during the
course of its engagement and expressly assigns all rights to copyrights, patents, trade secrets or other
proprietary rights to the Company.
7. Indemnification
Consultant, at its own expense, shall defend, indemnify and hold harmless Company, its licensees,
employees and agents, from any claim, demand, cause of action, debt or liability (including attorneys'
fees) to the extent it is based on a claim that Consultant Personnel in the course of their engagement on
the System infringed or violated the patent, copyright, license or other proprietary right of a third party,
provided Consultant is notified promptly of such claim and provided that such claim is not based upon
the Proprietary Information. Company may, at its expense, assist in such defense if it chooses.
Consultant shall have the right to control the defense in any such action and to enter into a stipulation
of discontinuance and settlement of such claim in its discretion. In addition, in the event that any such
Consultant performance is held to constitute an infringement and its use is or may be enjoined,
Consultant shall, at its option, (1) modify the infringing program coding at its own expense so that it is
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non-infringing; or (2) procure for Company the right to use and license the use of the infringing
program coding.
Consultant acknowledges that the use or disclosure of the Proprietary Information in a manner
inconsistent with this agreement will cause Company irreparable damage, and that Company shall have
the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such
damages as are occasioned by such unauthorized use or disclosure.
9. COMPLIANCE WITH Law
The Consultant agrees to abide by all federal, state, and local laws, ordinances and regulations of the
State of [STATE/PROVINCE].
above written.
COMPANY CONSULTANT
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CONSULTING AGREEMENT
T HIS C ONSULTING A GREEMENT ( THE "A GREEMENT ") IS

MADE AND EFFECTIVE THIS [D ATE ],

In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this
Agreement, the provisions of such attachments shall govern.
In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally
bound, the parties hereto agree as follows:
1. RECITALS
a. Consultant has expertise in the area of the Company's business and is willing to provide
consulting services to the Company.
b. The Company is willing to engage Consultant as an independent contractor, and not as an

employee, on the terms and conditions set forth herein.
c. The Company desires to obtain the services of Consultant by means of services provided by
Consultant’s employees dispatched by Consultant to provide services to Company
hereunder (“Agents”), on its own behalf and on behalf of all existing and future Affiliated
Companies (defined as any corporation or other business entity or entities that directly or
indirectly controls, is controlled by, or is under common control with the Company), and
Consultant desires to provide consulting services to the Company upon the following terms
and conditions.
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d. The Company has spent significant time, effort, and money to develop certain Proprietary
Information (as defined below), which the Company considers vital to its business and
goodwill.
e. The Proprietary Information will necessarily be communicated to or acquired by

Consultant and its Agents in the course of providing consulting services to the Company,
and the Company desires to obtain the services of Consultant, only if, in doing so, it can
protect its Proprietary Information and goodwill.
2. Services
Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit
A, attached hereto and executed by both Company and Consultant. Such services are hereinafter
referred to as “Services.” Company agrees that consultant shall have ready access to Company’s staff and
resources as necessary to perform the Consultant’s services provided for by this contract. ©
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3. Consulting Period
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The Company hereby retains the Consultant and Consultant agrees to render to the Company those h
services described in Exhibit A for the period (the “Consulting Period”) commencing on the date of this t
Agreement and ending upon the earlier of (i) [applicable date], (the “Term Date”), and (ii) the date the E
Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant n
the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, v
thereafter, the Company’s obligations hereunder shall end. i
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3.2. Renewal
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Subject to Section 7, the Consulting Period will be automatically renewed for an additional [agreed C
upon number of months] month period (without any action by either party) on the Term Date and on o
each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance r
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of the beginning of any [agreed upon number of months] month renewal period that the Consulting
Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond
[deadline date]. Either party’s right to terminate the Consulting Period, instead of renewing the
Agreement, shall be with or without cause.
4. Duties and Responsibilities
a. Consultant hereby agrees to provide and perform for the Company those services set forth
on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of
the services and to such other services as may be reasonably requested by the Company and
hereby agrees to devote, unless otherwise requested in writing by the Company, (a
minimum of at least [agreed upon number of hours] hours of service per week/or assign
[agreed upon number of individuals] individuals to provide services to the Company).
b. Consultant shall use its best efforts to furnish competent Agents possessing a sufficient
working knowledge of the Company’s research, development and products to fulfill
Consultant’s obligations hereunder. Any Agent of Consultant who, in the sole opinion of
the Company, is unable to adequately perform any services hereunder shall be replaced by
Consultant within [agreed upon number of days] days after receipt of notice from the
Company of its desire to have such Agent replaced.
c. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents
comply with, all policies and practices regarding the use of facilities at which services are to
be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the
Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and
Consultant shall deliver a signed original of such Acknowledgement and Inventions
Assignment to Company prior to such Agent’s commencement of the provision of services
for the Company.
d. Consultant shall obtain for the benefit of the Company, as an intended third-party
beneficiary thereof, prior to the performance of any services hereunder by any of the Agents,
the written agreement of Agent to be bound by terms no less restrictive than the terms of
Sections 2(c), 5(a), 6, and 7 of this Agreement.
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e. Personnel supplied by Consultant to provide services to Company under this Agreement
will be deemed Consultant’s employees or agents and will not for any purpose be considered
employees or agents of Company. Consultant assumes full responsibility for the actions of
such personnel while performing services pursuant to this Agreement, and shall be solely
responsible for their supervision, daily direction and control, provision of employment
benefits (if any) and payment of salary (including all required withholding of taxes).
5. Compensation, Benefits and Expenses
5.1. Compensation
In consideration of the services to be rendered hereunder, including, without limitation, services to any
Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the
procedures regularly established, and as they may be amended, by the Company during the course of
this Agreement.
5.2. Benefits
Other than the compensation specified in this Section 3, neither Consultant nor its Agents shall not be
entitled to any direct or indirect compensation for services performed hereunder.
5.3. Expenses
The Company shall reimburse Consultant for reasonable travel and other business expenses incurred
by its Agents in the performance of the duties hereunder in accordance with the Company’s general
policies, as they may be amended from time to time during the course of this Agreement.
6. Invoicing
Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by
Consultant, and Company shall pay the amount of such invoices to Consultant.
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7. Termination of Consulting Relationship
7.1. By the Company or the Consultant
At any time, either the Company or the Consultant may terminate, without liability, the Consulting
Period for any reason, with or without cause, by giving [agreed upon number of days] days advance
written notice to the other party. If the Consultant terminates its consulting relationship with the
Company pursuant to this Section 4(d), the Company shall have the option, in its complete discretion,
to terminate Consultant immediately without the running of any notice period. The Company shall
pay Consultant the compensation to which the Consultant is entitled pursuant to Section 3(a) through
the end of the Consulting Period, and thereafter all obligations of the Company shall terminate.
7.2. Termination Due to Bankruptcy, Receivership
The Consulting Period shall terminate and the Company’s obligations hereunder (including the
obligation to pay Consultant compensation under Section 3(a)) shall cease upon the occurrence of: (i)
the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority
in connection with any adjudication or determination by such authority that the Company is bankrupt
or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an
assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii)
any formal action of the Board to terminate the Company’s existence or otherwise to wind up the
Company’s affairs.
Consultant hereby acknowledges and agrees that all property, including, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies
thereof, Proprietary Information (as defined below), and equipment furnished to or prepared by
Consultant or its Agents in the course of or incident to its rendering of services to the Company,
including, without limitation, records and any other materials pertaining to Invention Ideas (as defined
below), belong to the Company and shall be promptly returned to the Company upon termination of
the Consulting Period. Following termination, neither Consultant nor any of its Agents will not retain
any written or other tangible material containing any Proprietary Information.
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The representations and warranties contained herein and Consultant’s obligations under Sections 5, 6,
and 7 shall survive termination of the Consulting Period and the expiration of this Agreement.
9. Assignment; Successors and Assigns
Consultant agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor
shall Consultant’s rights be subject to encumbrance or the claims of creditors. Any purported
assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation, or the sale by the
Company of all or substantially all of its properties or assets, or the assignment by the Company of this
Agreement and the performance of its obligations hereunder to any successor in interest or any
Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, legal representatives, successors, and permitted
assigns, and shall not benefit any person or entity other than those enumerated above.
10. PLACE OF WORK
Consultant's services will be rendered largely at [ADDRESS], but Consultant will, on request, come to
Company's address of [ADDRESS], or such other places designated by Company to meet with
representatives of Company.
11. TIME DEVOTED TO WORK
In the performance of the services, the aforesaid services and the hours Consultant is to work on any
given day will be entirely within Consultant's control and Company will rely upon Consultant to put
in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract. This
arrangement will probably take about days of work per week although there undoubtedly will be some
weeks during which Consultant may not perform any services at all or, on the other hand, may work
practically the full week.
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Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and
shall not disclose to any non-party to the Agreement, any confidential information of such Other Party.
Confidential information is information which relates to Such Other Party’s research, development,
trade secrets or business affairs, but does not include information which is generally known or easily
ascertainable by non-parties of ordinary skill in computer systems design and programming.
Consultant hereby acknowledges that during the performance of this contract, the Consultant may
learn or receive confidential Company information and therefore Consultant hereby confirms that all
such information relating to the client’s business will be kept confidential by the Consultant, except to
the extent that such information is required to be divulged to the consultant’s clerical or support staff
or associates in order to enable Consultant to perform Consultant’s contract obligation.
a) Consultant agrees not to disclose or use, except as required in Consultant's duties, at any time,
any information disclosed to or acquired by Consultant during the term of this contract.
Consultant shall disclose promptly to Company all inventions, discoveries, formulas, processes,
designs, trade secrets, and other useful technical information and know-how made, discovered,
or developed by Consultant (either alone or in conjunction with any other person) during the
term of this contract. Consultant agrees that he shall not, without the written consent of
Company, disclose to third parties or use for his own financial benefit or for the financial or
other benefit of any competitor of Company, any information, data, and know-how, manuals,
disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers,
documents, plans, specifications, or drawings.
b) Consultant shall take all reasonable precautions to prevent any other person with whom
Consultant is or may become associated from acquiring confidential information at any time.
c) Consultant agrees that all confidential information shall be deemed to be and shall be treated as
the sole and exclusive property of Company.
d) Upon termination of this contract, Consultant shall deliver to Company all drawings, manuals,
letters, notes, notebooks, reports, and all other materials (including all copies of such materials),
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relating to such confidential information which are in the possession or under the control of
Consultant. Consultant shall sign secrecy agreements provided by Company.
13. SERVICES FOR OTHERS
Inasmuch as Consultant will acquire or have access to information which is of a highly confidential and
secret nature, it is expected that Consultant will not perform any services for any other person or firm
without Company’s prior written approval.
14. SERVICES AFTER TERMINATION
Consultant agrees that, for a period of [NUMBER] years following the termination of this agreement,
Consultant will not perform any similar services for any person or firm engaged in the business of
[TYPE], the Counties of and State of [STATE/PROVINCE].
15. Status of consultant
Consultant is an independent contractor and neither Consultant nor Consultant’s staff is or shall be
deemed to be employed by Client. Company is hereby contracting with Consultant for the services
described on Exhibit A and Consultant reserves the right to determine the method, manner and mean
by which the services will be performed. Consultant is not required to perform the services during a
fixed hourly or daily time and if the services are performed at the Company’s premises, then Consultants
time spent at the premises is to be at the discretion of the Consultant; subject to the Company’s normal
business hours and security requirements. Consultant hereby confirms to Company that Company will
not be required to furnish or provide any training to Consultant to enable Consultant to perform
services required hereunder. The services shall be performed by Consultant or Consultant’s staff, and
Company shall not be required to hire, supervise or pay any assistants to help Consultant who performs
the services under this agreement. Consultant shall not be required to devote Consultant’s full time nor
the full time of Consultant’s staff to the performance of the services required hereunder, and it is
acknowledged that Consultant has other Clients and Consultant offers services to the general public.
The order or sequence in which the work is to be performed shall be under the control of Consultant.
Except to the extent that the Consultant’s work must be performed on or with Company’s computers
or Company’s existing software, all materials used in providing the services shall be provided by
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Consultant. Consultant’s services hereunder cannot be terminated or cancelled short of completion of
the services agreed upon except for Consultant’s failure to perform the contract’s specification as
required hereunder and conversely, subject to Company’s obligation to make full and timely payment(s)
for Consultant’s services as set forth in Exhibit B, Consultant shall be obligated to complete the services
agreed upon and shall be liable for non-performance of the services to the extent and as provided in
Paragraph 10 hereof. Company shall not provide any insurance coverage of any kind for Consultant or
Consultant’s staff, and Company will not withhold any amount that would normally be withheld from
an employee’s pay. Consultant shall take appropriate measures to insure that Consultant’s staff is
competent and that they do not breach Section 4 hereof.
Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period
of [NUMBER] months following the termination of this Agreement, neither party will, except with the
other party’s written approval, solicit or offer employment to the other party’s employees or staff
engaged in any efforts under this Agreement.
16. Use of Work Product
Except as specifically set forth in writing and signed by both Company and Consultant, Consultant
shall have all copyright and patent rights with respect to all materials developed under this contract, and
Company is hereby granted a non-exclusive license to use and employ such materials within the
Company’s business.
17. Company Representative
The following individual [NAME] shall represent the Company during the performance of this
contract with respect to the services and deliverables as defined herein and has authority to execute
written modifications or additions to this contract as defined in Section 14.
18. Disputes
Any disputes that arise between the parties with respect to the performance of this contract shall be
submitted to binding arbitration by the [ASSOCIATION], to be determined and resolved by said
Association under its rules and procedures in effect at the time of submission and the parties hereby
agree to share equally in the costs of said arbitration.
The final arbitration decision shall be enforceable through the courts of the state of Consultant’s address
or any other state in which the Company resides or may be located. In the event that this arbitration
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provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as
binding and enforceable as if this section 8 were not a part hereof.
19. Taxes
Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance,
including but not limited to sales or use taxes, shall be paid by the Client. Consultants shall be
responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of
Company and Company and Consultant specifically agree that Consultant is not an employee of
Client.
20. Liability
Consultant warrants to Company that the material, analysis, data, programs and services to be delivered
or rendered hereunder, will be of the kind and quality designated and will be performed by qualified
personnel. Special requirements for format or standards to be followed shall be attached as an additional
Exhibit and executed by both Company and Consultant. Consultant makes no other warranties,
whether written, oral or implied, including without limitation, warranty of fitness for purpose or
merchantability. In no event shall Consultant be liable for special or consequential damages, either in
contract or tort, whether or not the possibility of such damages has been disclosed to Consultant in
advance or could have been reasonably foreseen by Consultant, and in the event this limitation of
damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible
damages all liability to Company shall be limited to [AMOUNT] as liquidated damages and not as a
penalty.
21. Non-Competition
If this Consulting Agreement with the Company terminates for any reason, the Consultant will
not, for a period of two years from the date of termination, have any business dealings whatsoever, either
directly or indirectly through associates with any customer or client of the Company or its subsidiaries
or any person or firm with whom the Consultant has made contact in connection with his consulting
activities for the Company; and the Consultant will keep in strictest confidence, both during the term
of this Agreement and subsequent to termination of this Agreement, and will not during the term of
this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or
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indirectly, for his own benefit or the benefit of others, any information which in good faith and good
conscience ought to be treated as confidential information including, without limitation, information
relating to the software developed by the Company, information as to sources of, and arrangements for,
hardware
supplied to customers or clients of the Company, submission and proposal procedures of the Company,
customer or contact lists or any other confidential information or trade secrets respecting the business
or affairs of the Company which the Consultant may acquire or develop in connection with or as a
result of the performance of his services hereunder. In the event of an actual or threatened breach by the
Consultant of the provisions of this paragraph, the Company shall be entitled to injunctive relief
restraining the Consultant from the breach or threatened breach. Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies available to the Company for such breach
or threatened breach, including the recovery of damages from the Consultant.
22. Enforceable
The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or
cause of action of the Consultant against the Company whether predicated on this Agreement or
otherwise.
Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise,
inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with
the Company, (ii) that the performance of the services called for by this Agreement do not and will not
violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii)
that Consultant will not use in the performance of his responsibilities under this Agreement any
confidential information or trade secrets of any other person or entity and (iv) that Consultant has not
entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.
The Consultant acknowledges that disclosure of any Confidential Information by him will give rise to
irreparable injury to the Company or the owner of such information, inadequately compensable in
damages. Accordingly, the Company or such other party may seek and obtain injunctive relief against
the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies
which may be available. The Consultant further acknowledges and agrees that in the event of the
termination of this Agreement his experience and capabilities are such that he can obtain a consulting
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arrangement or employment in business activities which are either (1) of a different or non-competing
nature with his activities as a consultant for the Company, or (2) are carried on in a different geographic
location; and that the enforcement of a remedy hereunder by way of injunction will not prevent him
from earning a reasonable livelihood.
The Consultant further acknowledges and agrees that the covenants contained herein are necessary for
the protection of the Company's legitimate business interests and are reasonable in scope and content.
This agreement contains the entire agreement between the parties hereto with respect to the matters
covered herein. No other agreements, representations, warranties or other matters, oral or written,
purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or
contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to
the subject matter hereof. Company acknowledges that it is entering into this Agreement solely on the
basis of the representations contained herein.
26. Indemnification
Consultant hereby indemnifies and agrees to defend and hold harmless the Company from and against
any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from,
including court costs and reasonable attorneys' fees, arising out of or relating to the services performed
by Consultant under this Agreement or the representations and warranties made by Consultant
pursuant to paragraph 7 hereof. Consultant's obligations under this paragraph 8 hereof shall survive the
termination, for any reason, of this Agreement.
27. Attorney's Fees
Should either party hereto, or any heir, personal representative, successor or assign of either party hereto,
resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys'
fees and costs in such litigation from the party or parties against whom enforcement was sought.
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28. Nonwaiver
No failure or neglect of either party hereto in any instance to exercise any right, power or privilege
hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same
right, power or privilege in any other instance. All waivers by either party hereto must be contained in a
written instrument signed by the party to be charged and, in the case of the Company, by an executive
officer of the Company or other person duly authorized by the Company
29. Remedy for Breach
The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage
or imminent damage to the value and the goodwill of the Company's business will be inestimable, and
that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree
that the Company shall be entitled to injunctive relief against Consultant in the event of any breach or
threatened breach by Consultant, in addition to any other relief (including damages and the right of the
Company to stop payments hereunder which is hereby granted) available to the Company under this
Agreement or under law.
30. Applicable Law
Consultant shall comply with all applicable laws in performing Services but shall be held harmless for
violation of any governmental procurement regulation to which it may be subject but to which reference
is not made in Exhibit A. This Agreement shall be construed in accordance with the laws of the State
indicated by the Consultant’s address.
31. Severability; Enforcement
If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall
be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this
Agreement and such provisions as applied to other persons, places, and circumstances shall remain in
full force and effect. It is the intention of the parties that the covenants contained in Sections 6 and 7
shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation
as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in
breach of these covenants. It being the purpose of this Agreement to govern competition by Consultant
anywhere throughout the world, these covenants shall be governed by and construed according to that
law (from among those jurisdictions arguably applicable to this Agreement and those in which a breach
of this Agreement is alleged to have occurred or to be threatened) which best gives them effect.
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32. Scope of Agreement
If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit
enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted
by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly
and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such
provisions shall be curtailed only to the extent necessary to conform to law.
33. Additional Work
After receipt of an order which adds to the Services, Consultant may, at its discretion, take reasonable
action and expend reasonable amounts of time and money based on such order. Company agrees to pay
Consultant for such action and expenditure as set forth in Exhibit B of this Agreement for payments
related to Services.
34. Notices
All notices or other communications required or permitted hereunder shall be made in writing and shall
be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or
registered mail, return receipt requested, and addressed to the Company at:
[Company’s name and address]
or to the Consultant at:
[Consultant’s name and address]
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Notice of change of address shall be effective only when done in accordance with this Section.
35. Assignment
This Agreement may not be assigned by either party without the prior written consent of the other
party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement
shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above
written.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE

ENFORCED BY THE PARTIES.
COMPANY CONSULTANT
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BUSINESS CONSULTANT AGREEMENT
This Business Consultant Agreement ("Agreement") is made and effective this [Date],

1. Consultation Services
The company hereby employs the consultant to perform the following services in accordance with the
terms and conditions set forth in this agreement: The consultant will consult with the officers and
employees of the company concerning matters relating to the management and organization of the
company, their financial policies, the terms and conditions of employment, and generally any matter
arising out of the business affairs of the company.
2. Terms of Agreement
This agreement will begin [Date] and will end [Date]. Either party may cancel this agreement on
[NUMBER] days notice to the other party in writing, by certified mail or personal delivery.
3. Time Devoted by Consultant
It is anticipated the consultant will spend approximately [hours] in fulfilling its obligations under this
contract. The particular amount of time may vary from day to day or week to week. However, the
consultant shall devote a minimum of [hours] per month to its duties in accordance with this agreement.
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4. Place Where Services Will Be Rendered
The consultant will perform most services in accordance with this contract at a location of consultant's
discretion. In addition the consultant will perform services on the telephone and at such other places as
necessary to perform these services in accordance with this agreement.
5. Payment to Consultant
The consultant will be paid at the rate of [RAte per hour] for work performed in accordance with this
agreement. However, the consultant will be paid at least [amount] per month regardless of the amount
of time spent in accordance with this agreement. The consultant will submit an itemized statement
setting forth the time spent and services rendered, and the company will pay the consultant the amounts
due as indicated by statements submitted by the consultant within [NUMBER] days of receipt.
6. Independent Contractor
Both the company and the consultant agree that the consultant will act as an independent contractor in
the performance of its duties under this contract. Accordingly, the consultant shall be responsible for
payment of all taxes including Federal, State and local taxes arising out of the consultant's activities
in accordance with this contract, including by way of illustration but not limitation, Federal and State
income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license
fee as required.
The consultant agrees that any information received by the consultant during any furtherance of the
consultant's obligations in accordance with this contract, which concerns the personal, financial or
other affairs of the company will be treated by the consultant in full confidence and will not be revealed
to any other persons, firms or organizations.
8. Employment of Others
The company may from time to time request that the consultant arrange for the services of others. All
costs to the consultant for those services will be paid by the company but in no event shall the consultant
employ others without the prior authorization of the company.
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above written.
COMPANY CONSULTANT
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EMPLOYMENT AGENCY AGREEMENT
This Employment Agency Agreement (the "Agreement") is made and effective this [Date],
BETWEEN: [AGENCY NAME] (the "Agency"), a corporation organized and existing under the
laws of the [STATE/PROVINCE], with its head office located at:
In consideration of the matters described above, and of the mutual benefits and obligations set forth in
this agreement, the parties agree as follows:
1. RECITALS
a. Company wishes to contract with Agency for the services of Agency in providing
professional or skilled labor in the general fields of (the “Services”).
b. Agency is ready, willing, and able to provide such services as may be required by Company.
2. SERVICES
a. Agency understands and agrees that services to be provided Company under and pursuant
to this agreement shall be so provided on a day-to-day, as-needed, basis and that Company
in its sole discretion shall determine its need, if any, for services or the continuation of
services as may be provided by Agency under and pursuant to this agreement.
b. Agency agrees to provide services upon the written request of Company and further agrees
that the cost of such services shall not exceed the limitation of cost set forth by Company’s
request.
c. When requesting services, Company shall specify the labor classification(s) required; the
applicable hourly or daily price for each specified labor classification; the maximum
allowable cost for each labor classification; and the duration of services applicable to the
request, including beginning date(s) and, when applicable, ending date(s).
d. Labor classifications applicable to services to be provided under and pursuant to this

agreement shall be limited to those classifications set forth by Exhibit A, which Exhibit may
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be revised from time to time by mutual agreement between the parties and which Exhibit is
attached to this agreement and, by this reference, made a part of this agreement.
e. Company shall have sole discretion to establish the minimum qualifications necessary for
the performance of any service to be rendered under and pursuant to this agreement.
Further, if at any time and at its sole discretion, Company determines that the services
performed under and pursuant to this agreement by any of the persons provided by Agency
are not satisfactory, Company will so notify Agency in writing and Agency shall ©
immediately withdraw such individual and, at Company’s option, furnish an individual C
who meets the qualifications required. o
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3. COMPENSATION y
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For services provided under and pursuant to this agreement and the written requests of Company,
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Agency shall be compensated as provided below:
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a. For labor expended by Agency in providing services under and pursuant to this agreement, h
Agency shall be paid an amount equal to the applicable hourly or daily rate multiplied by t
the total number of hours or days actually worked by persons provided by Agency. The E
hourly or daily rate shall not exceed those rates set forth by Exhibit A applicable to the labor n
classification(s) set forth by Company’s written requests. v
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b. Actual expenses of persons provided by Agency incurred in the providing of services and s
directly related to such services, shall be reimbursed by Company to Agency at actual cost i
when supported by appropriate receipts. o
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4. PAYMENT o
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Payment for services provided Company under and pursuant to this agreement shall be net [number] p
days from the date of receipt by Company of Agency’s invoice. Agency’s invoice shall set forth, as a o
minimum, details of labor expended and expenses actually incurred as provided below: r
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a. Agency’s invoice shall set forth the date or dates that persons provided by Agency actually i
worked in providing services under and pursuant to this agreement. Beginning and ending o
dates shall be shown whenever services are provided uninterrupted over a period of time and n
individual dates shall be shown whenever services have been provided on a day-to-day basis. .
Agency’s invoice shall clearly show the labor classification, name(s) of Agency-provided 2
worker(s), applicable labor rate(s), and the total [amount] claimed for the period. Whenever 0
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Agency provides services for an extended period of time, Agency shall submit its invoices
for labor expended no less often than [once each calendar month or as the case may be].
b. The expenses incurred by Agency-provided workers directly related to the providing of

services under and pursuant to this agreement shall be reimbursed by Company to Agency.
Such expenses shall be supported by appropriate receipts and such other supporting details
as may be required by Company. Payment therefore shall be net [number] days from the
date of receipt of invoice.
5. AGENCY-PROVIDED WORKERS
Agency-provided workers who perform services for Company under and pursuant to this agreement
shall be bound by the provisions of this agreement and Agency shall, at the request of Company, furnish
to Company satisfactory evidence to that effect.
6. CONFIDENTIALITY
a. Agency agrees that all knowledge and information that Agency may receive from Company
or employees or consultants of Company, or by virtue of the performance of services under
and pursuant to this agreement, relating to inventions, products, processes, machinery,
apparatus, prices, discounts, costs, business affairs, future plans, or technical data that
belong to Company or to those with whom Company has contracted regarding such
information, and;
b. All information provided by Agency to Company in reports of work done, together with
any other information acquired or gained by Agency or by Agency-supplied workers, shall
for all time and for all purposes be regarded by Agency as strictly confidential and held by
Agency in confidence, and solely for Company’s benefit and use, and shall not be used by
Agency or directly or indirectly disclosed by Agency to any person whatsoever excepting to
Company or with Company’s written permission.
c. Upon the request of Company, Agency shall require that Agency-supplied workers assigned
to provide services under and pursuant to this agreement execute a supplementary
agreement of confidentiality and assignment of inventions as set forth by Exhibit A attached
to this agreement, which Exhibit, by this reference, is incorporated into and made a part of
this agreement.
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7. INVENTIONS AND COPYRIGHTABLE WORKS
a. Agency further agrees that on behalf of Agency, Agency’s employees and representatives,
and Agency-supplied workers, Agency will promptly communicate and disclose to
Company or to its nominee, all computer programs, documentation, software, and other
copyrightable works (the “copyrightable works”), discoveries, improvements, and
inventions (the “inventions”) conceived, reduced to practice, or made by Agency or by
Agency-supplied workers, whether solely or jointly with others, during the term of this
agreement (1) along the lines of Company’s products or applicable to or useful with the
products, or (2) relating to Company’s manufacturing or other processes or procedures or
to machinery or apparatus useful in connection with such processes or procedures, or (3)
relating to Company’s investigations or to the nature of its business at the time of the
invention, or (4) resulting from or related to any work Agency or Agency-supplied workers
may do on behalf of Company or at its request. All such inventions and copyrightable works
that Agency is obligated to disclose, whether patented or not, shall be and remain entirely
the property of Company or its nominees, successors or assigns. It is agreed that this is a
work-made-for-hire agreement and that all such copyrightable works are works made for
hire that shall be the exclusive property of Company. Further, Agency agrees to assign and
assigns to Company any rights it may have in such copyrightable works.
b. Agency and Agency-supplied workers will assist Company and its nominees, successors, or
assigns, upon request, during and following the term of this agreement, at the expense of
Company, to obtain and maintain for its own benefit, patents for such inventions in any
and all countries. Such assistance shall include, but not be limited to, the execution and
delivery of specific assignments of any such invention and all domestic and foreign patent
rights in the invention, and all other papers and documents that relate to securing and
maintaining such patent rights, and the performance of all other lawful acts, as may be
deemed necessary or advisable by Company or its nominees, successors, or assigns.
8. AGENCY REPRESENTATION
Agency represents and warrants that Agency and its Agency-supplied workers have the right to perform
the services required under and pursuant to this agreement without violation of obligations to others,
and that Agency and its Agency-supplied workers have the right to disclose to Company all information
transmitted to Company in the performance of services under and pursuant to this agreement, and
Agency agrees that any information submitted to Company, whether patentable or not, may be used
fully and freely by Company.
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9. DURATION AND TERMINATION
a. This agreement shall become effective as of the date stated above and shall continue for a
period of [Specify] thereafter. In addition, this agreement may be terminated pursuant to
the following:
i. Immediately upon death or incapacity of any person employed or supplied by

Agency who, in the sole opinion of Company, was essential for the successful
performance of Agency’s obligation under and pursuant to this agreement; or
ii. By either party, with or without cause at any time, upon [number] days’ prior
written notice; or
iii. By Company, at any time, upon [number] days’ prior written notice, if Agency
assigns this agreement, or any right or obligation under this agreement, without
Company’s prior written consent; or if there is a change in the control or
management of Agency that is unacceptable to Company; or if Agency ceases to
function as a going concern, or to conduct its operations in the normal course of
business.
b. The obligations of Agency under Sections Five and Six above shall survive any expiration or
termination of this agreement.
c. Upon termination of this agreement, Agency will return to Company all written
information, drawings, models, and other materials or files supplied to Agency or created by
Agency at the expense of Company.
10. INDEMNIFICATION
Agency agrees to indemnify and hold Company, its officers, agents, and employees harmless from and
against any and all liabilities, damages, losses, actions, or causes of action, costs, and expenses (including
attorney’s fees), whether relating to property of Company or of any third party, or to personal injury or
578
death, arising out of or in any way contributed to by the acts or failure to act of the Agency, its agents,
employees, officers, or Agency-supplied workers.
11. INDEPENDENT CONTRACTOR
The status of Agency is that of an independent contractor and not of an agent or employee of Company
and, as such, Agency shall not have the right or power to enter into any contracts, agreements, or any
other commitments on behalf of Company.
12. INSURANCE
Agency shall maintain in full force and effect, and upon the request of Company, shall furnish evidence
satisfactory to Company that Agency maintains the following insurance coverages:
a. Comprehensive general liability insurance in the minimum amount of [amount] combined

single limit that will cover any and all losses to Company property, property of third parties,
or personal injuries caused by the acts or omissions of Agency.
b. For any vehicle used by Agency or Agency-supplied workers in providing services under and
pursuant to this agreement, vehicle liability insurance in the minimum amount of [amount]
combined single limit.
c. Agency will carry Workers’ Compensation and Employer’s Liability Insurance in

accordance with applicable law.
13. ASSIGNMENT
The rights and obligations of Agency under this agreement are personal to Agency and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior, express,
and written consent of Company.
This agreement shall constitute the entire agreement between the parties and any prior understanding
or representation of any kind preceding the date of this agreement shall not be binding upon either party
except to the extent incorporated in this agreement.
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15. NOTICES
Any notice provided for or concerning this agreement shall be in writing and be deemed sufficiently
given when sent by certified or registered mail if sent to the respective address of each party as set forth
at the beginning of this agreement.
16. GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of [state/province.
17. PARAGRAPH HEADINGS
The titles to the paragraphs of this agreement are solely for the convenience of the parties and shall not
be used to explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.
18. MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation assumed by either party in connection with
this agreement shall be binding only if evidenced in writing signed by each party or an authorized
representative of each party.
19. NO WAIVER
The failure of either party to this agreement to insist upon the performance of any of the terms and
conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this
agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
above written.
COMPANY AGENCY
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EXTENDED DATE FOR PERFORMANCE
This Extended Date for Performance Agreement (the "Agreement") is made and effective this [Date],
BETWEEN: [FIRST PARTY] (the "First party"), a corporation organized and existing under the
AND: [SECOND PARTY] (the "Second party"), a corporation organized and existing under the laws
Wherein said Agreement expires on [DATE], and the parties desire to extend and continue said
Agreement; it is provided that said Agreement shall be extended for an additional term of [TIME
PERIOD], commencing upon the expiration of the original term and expiring on [DATE].
Said agreement provides that completion or performance shall be made on or before [DATE], (the
“Performance date”).
The parties hereby agree that the date for performance be continued and extended to [DATE], with no
other change in terms or further extension intended.
IN WITNESS WHEREOF, the parties have executed this agreement at [designate place of execution]
on [date].
FIRST PARTY SECOND PARTY
582
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the "Independent Contractor"), a

corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office
located at:
RECITALS
Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D.
Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied
with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting
requirements, tax withholding requirements, and other legal requirements of any kind that may be
required to carry out said business and the Scope of Work which is to be performed as an Independent
Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting
similar tasks or activities for clients other than the Company and holds themselves out to the public to
be a separate business entity.
Company desires to engage and contract for the services of the Independent Contractor to perform
certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and
perform as an independent contractor for the company and is willing to do so on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions
contained in this Agreement, the Parties agree as follows:
1. TERMS
This Agreement shall be effective commencing [Date], and shall continue until terminated at the
completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise
provided herein.
583
2. STATUS OF INDEPENDENT CONTRACTOR
This Agreement does not constitute a hiring by either party. It is the parties’ intentions that Independent
Contractor shall have an independent contractor status and not be an employee for any purposes,
including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion
in the manner and means of carrying out their activities and responsibilities under this Agreement. This
Agreement shall not be considered or construed to be a partnership or joint venture, and the Company
shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized ©
in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, C
nor bind the Company in any manner, unless specifically authorized to do so in writing. o
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3. TASKS, DUTIES, AND SCOPE OF WORK
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a. Independent Contractor agrees to devote as much time, attention, and energy as necessary g
to complete or achieve the following: [Describe]. The above to be referred to in this h
Agreement as the “Scope of Work”. It is expected that the Scope of Work will be completed t
by [Date]. E
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b. Independent Contractor shall additionally perform any and all tasks and duties associated i
with the Scope of Work set forth above, including but not limited to, work being performed s
already or related change orders. Independent Contractor shall not be entitled to engage in i
any activities which are not expressly set forth by this Agreement. o
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c. The books and records related to the Scope of Work set forth in this Agreement shall be
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maintained by the Independent Contractor at the Independent Contractor’s principal place
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of business and open to inspection by Company during regular working hours. Documents
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to which Company will be entitled to inspect include, but are not limited to, any and all
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contract documents, change orders/purchase orders and work authorized by Independent
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Contractor or Company on existing or potential projects related to this Agreement.
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d. Independent Contractor shall be responsible to the management and directors of n
Company, but Independent Contractor will not be required to follow or establish a regular .
or daily work schedule. Supply all necessary equipment, materials and supplies. Independent 2
Contractor will not rely on the equipment or offices of Company for completion of tasks 0
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and duties set forth pursuant to this Agreement. Any advice given Independent Contractors
regarding the scope of work shall be considered a suggestion only, not an instruction.
Company retains the right to inspect, stop, or alter the work of Independent Contractor to
assure its conformity with this Agreement.
4. COMPENSATION
a. Independent Contractor shall be entitled to compensation for performing those tasks and
duties related to the Scope of Work as follows:
[Describe]
b. Such compensation shall become due and payable to Independent Contractor in the
following time, place, and manner:
[Describe]
5. NOTICE CONCERNING WITHHOLDING OF TAXES
Independent Contractor recognizes and understands that it will receive an [specify tax] statement and
related tax statements, and will be required to file corporate and/or individual tax returns and to pay
taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor
hereby promises and agrees to indemnify the Company for any damages or expenses, including
attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's
failure to make such required payments.
6. AGREEMENT TO WAIVE RIGHTS TO BENEFITS
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a. Independent Contractor hereby waives and foregoes the right to receive any benefits given
by Company to its regular employees, including, but not limited to, health benefits,
vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-
salary benefits which might otherwise be found to accrue to the Independent Contractor by
virtue of their services to Company, and is effective for the entire duration of Independent
Contractor’s agreement with Company. This waiver is effective independently of
Independent Contractor’s employment status as adjudged for taxation purposes or for any
other purpose.
b. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned
by either party without the consent of the other.
7. TERMINATION
This Agreement may be terminated prior to the completion or achievement of the Scope of Work by
either party giving [number] days written notice. Such termination shall not prejudice any other remedy
to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
8. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER

PROPRIETARY INFORMATION
a. Independent Contractor agrees not to disclose or communicate, in any manner, either

during or after Independent Contractor’s agreement with Company, information about
Company, its operations, clientele, or any other information, that relate to the business of
Company including, but not limited to, the names of its customers, its marketing strategies,
operations, or any other information of any kind which would be deemed confidential, a
trade secret, a customer list, or other form of proprietary information of Company.
Independent Contractor acknowledges that the above information is material and
confidential and that it affects the profitability of Company.
b. Independent Contractor understands that any breach of this provision, or that of any other
Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To
586
the extent Independent Contractor feels they need to disclose confidential information,
they may do so only after obtaining written authorization from [an officer] of the Company.
9. NON-SOLICITATION
Independent Contractors shall not, during the Agreement and for a period of one year immediately
following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or
attempt to call on, solicit, or take away, any of the customers or clients of the Company on whom
Independent Contractor called or became acquainted with during the terms of this Agreement, either
for their own benefit, or for the benefit of any other person, firm, corporation or organization.
10. NON-RECRUIT
Independent Contractor shall not, during this Agreement and for a period of one year immediately
following termination of this agreement, either directly or indirectly, recruit any of Company’s
employees for the purpose of any outside business.
11. RETURN OF PROPERTY
On termination of this Agreement, or whenever requested by the parties, each party shall immediately
deliver to the other party all property in its possession, or under its care and control, belonging to the
other party to them, including but not limited to, proprietary information, customer lists, trade secrets,
intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all
related records or accounting ledgers.
12. EXPENSE ACCOUNTS
Independent Contractor and the Company agree to maintain separate accounts in regards to all
expenses related to performing the Scope of Work. Independent Contractor is solely responsible for
payment of expenses incurred pursuant to this Agreement unless provided otherwise in writing by [an
officer] of the company. Independent Contractor agrees to execute and deliver any agreements and
documents prepared by Company and to do all other lawful acts required to establish document and
protect such rights.
587
13. WORKS FOR HIRE
Independent Contractor agrees that the Scope of Work, all tasks, duties, results, inventions and
intellectual property developed or performed pursuant to this Agreement are considered “works for
hire” and that the results of said work is by virtue of this Agreement assigned to the Company and shall
be the sole property of Company for all purposes, including, but not limited to, copyright, trademark,
service mark, patent, and trade secret laws.
14. LEGAL COMPLIANCE
Independent Contractor is encouraged to treat all company employees, customers, clients, business
partners and other affiliates with respect and responsibility. Independent Contractor is required to
comply with all laws, ethical codes and company policies, procedures, rules or regulations, including
those forbidding sex harassment, discrimination, and unfair business practices.
15. LICENSING, WORKERS’ COMPENSATION AND GENERAL LIABILITY

INSURANCE
Independent Contractor agrees to immediately supply the Company with proof of any licensing status
required to perform the Scope of Work pursuant to this Agreement, Workers’ Compensation Coverage
where required by law and General Liability Insurance, upon request of the Company.
16. PERSONS HIRED BY INDEPENDENT CONTRACTOR
All persons hired by Independent Contractor to assist in performing the tasks and duties necessary to
complete the Scope of Work shall be the employees of Independent Contractor unless specifically
indicated otherwise in an agreement signed by all parties. Independent Contractor shall immediately
provide proof of Workers’ Compensation insurance and General Liability insurance covering said
employees, upon request of the Company.
17. NOTICES
Any notice to be given hereunder by any party to the other may be affected either by personal delivery
in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this
Agreement, but each party may change their address by written notice in accordance with this
paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed
notices shall be deemed communicated as of five (5) days after mailing. Independent Contractor agrees
to keep Company current as to their business and mailing addresses, as well as telephone, facsimile, e-
mail and pager numbers.
18. ATTORNEY'S FEES AND COSTS
588
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements
incurred both before or after judgment in addition to any other relief to which such party may be
entitled.
MEDIATION AND ARBITRATION
The parties shall each appoint one person to hear and determine the dispute and, if they are unable to
agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final
and conclusive upon both parties. The attorneys’ fees and costs of arbitration shall be borne by the losing
party, as set forth in paragraph 18, unless the Parties stipulate otherwise, or in such proportions as the
arbitrator shall decide.
19. INDEMNIFICATION
Any controversy between the parties to this Agreement involving the construction or application of any
of the terms, provisions, or conditions of this Agreement, shall on written request of either party served
on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said
mediation or binding arbitration shall comply with and be governed by the provisions of the [laws]
unless the Parties stipulate otherwise.
Independent Contractor shall defend, indemnify, hold harmless, and insure Company from any and all
damages expenses or liability resulting from or arising out of, any negligence or misconduct on
Independent Contractor's part, or from any breach or default of this Agreement which is caused or
occasioned by the acts of Independent Contractor. Independent Contractors shall insure that its
employees and affiliates take all actions necessary to comply with the terms and conditions set forth in
this Agreement. Independent Contractor shall name Company as an additional insured on all related
insurance policies including workers compensation, and general liability.
20. CONTAINMENT OF ENTIRE AGREEMENT
This Agreement is an independent document and supersedes any and all other Agreements, either oral
or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-
Disclosure, Indemnification or Arbitration Agreement. This Agreement contains all of the covenants
and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret,
Non-Compete, Non-Disclosure, or Arbitration Agreement.
21. REPRESENTATION
Each party of this Agreement acknowledges that no representations, inducements, promises or

agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any
party hereto, which are not embodied herein, and that no other agreement, statement or promise not
589
contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be
effective only if it is in writing, signed and dated by all parties hereto.
22. PARTIAL INVALIDITY
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect without
being impaired or invalidated in any way.
23. GOVERNING LAW
This Agreement shall be governed by, and construed under, the laws of the State of [state/province].
above written.
COMPANY INDEPENDENT CONTRACTOR
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[DATE]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR CONTRACTOR

REFERENCES
In order to help us assess your firm's ability to meet our requirements, we are asking that you provide us
with a list of firms where you have completed installation.
In addition to the name of the user company, would you please identify the plant and location where
the product is in service and the quantity of products furnished. If there is someone in particular, we
should contact, that information would be helpful.
Thank you for your cooperation in this matter.
Sincerely,
Your name
Your title
Telephone contact
591
SUBCONTRACT AGREEMENT
This Subcontract Agreement (the "Agreement") is made and effective this [Date],
BETWEEN: [CONTRACTOR NAME] (the "Contractor"), a corporation organized and existing

AND: [SUBCONTRACTOR NAME] (the "Subcontractor"), a corporation organized and existing

WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract,
henceforth "The Prime Contract" with [General Contractor], to perform in accordance with various
contract documents and specifications certain work prepared by [architect], henceforth "Architect",
and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following
named and described construction project:
[Describe], henceforth "The Project", located in [address], and
WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance
with various contract documents and specifications and/or to furnish labor, materials, supplies, labor
and/or goods for The Project;
NOW THEREFORE Contractor and Subcontractor agree as follows:
1. SUBCONTRACT WORK
Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor,
materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for
the proper and complete performance and acceptance of the following portions of the work, hereinafter
"the Subcontract Work", for the Project, together with such other portions of the drawings,
specifications and addendum as related thereto:
SEE EXHIBIT A: Scope, Conditions, And List of Attachments
2. SUBCONTRACTOR PRICE
In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to
the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of
[AMOUNT], hereinafter "subcontract price."
592
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Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said C
conditions not be met, the subcontract amount shall be modified accordingly. o
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3. SPECIAL CONDITIONS y
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The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth
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herein. Subcontractor hereby acknowledges receipt of the Special Conditions.
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4. COMMUNICATION AND NOTICE h
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a. All communications between Subcontractor and General Contractor, Owner or Architect n
shall be via Contractor. v
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b. Subcontractor shall furnish Contractor with periodic progress reports as required by s
Contractor, including status of material, equipment, manpower and submittal. i
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c. Subcontractor shall be deemed to have received notice of a fact, request, order, or demand n
when its Superintendent is notified, either orally or in writing, or [NUMBER] days after C
written notice is sent by registered or certified mail addressed to Subcontractor's last known o
place of business, whichever is sooner. r
d. Contractor shall be deemed to have received notice of a fact, request, or demand p
[NUMBER] days after written notice is sent by registered or certified mail addressed to the o
following address: r
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[Contractor's address]
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5. GOVERNING LAW AND RULES OF CONSTRUCTION n
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a. The validity, interpretation, and performance of this Subcontract shall be governed by the 2
laws of the jurisdiction where the Project is located. 0
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b. Titles, captions, or headings to any provision, article, etc., shall not limit the full contents of
2
the same. These articles have the full force and effect as if no titles existed.
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c. If any term or provision of this Subcontract is determined to be invalid, it shall not affect A
the validity and enforcement of the remaining terms and provisions of this Subcontract. l
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d. This contract shall be binding upon and inure to the benefit of the respective successors, r
assigns, representatives, and heirs of the parties herein. i
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6. AMENDMENT
This Subcontract shall only be amended or modified by written document executed by authorized
representatives of Contractor and Subcontractor. This Subcontract supersedes all prior representations
made by Contractor.
7. ARBITRATION
Any and all disputes or claims between the Contractor and the Subcontractor arising out of this
Subcontract shall be resolved by submission of the same to [specify], for resolution by binding
arbitration according to [specify]'s Rules of Arbitration. In so agreeing the parties expressly waive their
right to a jury trial, if any, on these issues and further agree that the award of the arbitrator shall be final
and binding upon them as though rendered by a court of law and shall be enforceable in any court
having
jurisdiction over the same.
above written.
SUBCONTRACTOR CONTRACTOR
594
CREDIT AND COLLECTION
COLLECTION
AGREEMENT ON DISPUTED ACCOUNT

This Agreement on Disputed Account (the “Agreement”), is made and effective [EFFECTIVE DATE],
BETWEEN: [CLAIMANT NAME] (the "Claimant") a corporation organized and existing under
AND: [DISPUTANT NAME] (the "Disputant") a corporation organized and existing under the laws
WHEREAS Claimant has a claim against Disputant on a disputed invoice dated [DATE] in the amount
of [AMOUNT];
IT IS AGREED AS FOLLOWS:
1. The Claimant will accept a lesser payment of [AMOUNT] in full settlement of its claim on the
invoice.
2. If the Disputant does not pay the lesser payment in full to the Claimant within [NUMBER]
days of receipt back of an original copy of this agreement executed by both parties, the Claimant may
sue the Disputant for the full amount of its disputed invoice.
3. If the Claimant's claim on its disputed invoice is compromised pursuant to this agreement, the
parties mutually release each other from any and all claims and rights of action against each other, present
and future, arising in connection with their dispute over payment of the disputed invoice.
4. This agreement binds and benefits the parties and their respective heirs, executors,
administrators, personal representatives, successors and assigns.
Executed under seal in duplicate on [DATE].
Signed, Sealed and Delivered in the Presence of
595
NAME NAME
_____________________ ____________________
____________________ ____________________
596
AGREEMENT TO EXTEND DEBT PAYMENT
This Agreement to Extend Debt Payment (the “Agreement”), is made and effective [EFFECTIVE
DATE],
BETWEEN: [CREDITOR NAME] (the "Creditor") a corporation organized and existing under
AND: [DEBTOR NAME] (the "Debtor") a corporation organized and existing under the laws of the
[STATE/PROVINCE], with its head office located at:
FOR VALUE RECEIVED, the undersigned, Creditor and Debtor, hereby acknowledge and agree that
1. The Company presently owes the Creditor the sum of [AMOUNT], said sum being presently due
and payable.
2. In further consideration of the Creditor's forbearance, the Debtor agrees to pay said debt on
extended terms in the manner following:
3. [DESCRIBE]
4. In the event the Debtor fails to make any payments punctually on the agreed extended terms, the
Creditor shall have full rights to proceed for the collection of the entire balance then remaining.
5. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns
and personal representatives.
Signed under seal this [DATE].
DEBTOR CREDITOR
597
ASSIGNMENT OF ACCOUNTS RECEIVABLE
This is an agreement made and effective [EFFECTIVE DATE],
BETWEEN: [NAME] a corporation organized and existing under the laws of the
AND: [NAME] a corporation organized and existing under the laws of the [STATE/PROVINCE],
FOR VALUE RECEIVED, the undersigned, [NAME] hereby sells and transfers all right, title and
interest in and to the account(s) receivable as annexed; to [NAME]. The undersigned warrants that the
said account(s) are just and due and the undersigned has not received payment for same or any part
thereof; provided, however, that said account(s) are sold without recourse to the undersigned in the
event of non-payment.
Signed under seal this
[DATE].
NAME NAME
598
ASSIGNMENT OF ACCOUNTS RECEIVABLE
This is an agreement made and effective [EFFECTIVE DATE],
BETWEEN: [NAME] a corporation organized and existing under the laws of the
AND: [NAME] a corporation organized and existing under the laws of the [STATE/PROVINCE],
FOR VALUE, RECEIVED, the undersigned, [NAME] hereby sells and transfers all right, title and
interest in and to the account(s) receivable as annexed; to [NAME]. [NAME], the undersigned warrants
that said account(s) are just and due and the undersigned has not received payment for same or any part
thereof.
It is further provided that if any said account does not make full payment within [NUMBER] days, said
account(s) may be retransferred to the undersigned and the undersigned shall repurchase the same for
the balance then owing on said account(s).
Signed under seal this [DATE].
NAME NAME
©
C
o
p
[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
599 i
o
n
C
o
r
OBJECT: CANCELLATION OF CREDIT LINE
I have been asked to review your seriously past due account. You have been one of our most valued
customers for many years, and we can only hope that this non-payment is an error or oversight.
If you have mailed your check, please disregard this notice. If not, please advise us if any discrepancy
exists which would explain your lack of response.
Unless payment is received within [NUMBER] days, I will have no option but to recommend
cancellation of your existing lines of credit to my management.
Sincerely,
Your name
Your title
Telephone contact
600
CHECKLIST FOR A CTIONS T O I MPROVE C OLLECTION
O F A CCOUNTS
Unfortunately, if your company extends credit to your customers, it is inevitable that some of those
customers are not going to pay you on time. In fact, you can rest assured that some of those customers
are not going to pay you at all! The following actions can help improve your chances of collecting your
accounts.
• Require payment by cash or credit card whenever possible.

• Encourage customers to pay sooner by offering discounts for payment within a specific period
of time. For example, you could offer a 2 percent discount if an account is paid within ten days
rather than thirty. Discourage customers from paying late by charging interest or late fees on
delinquent accounts. Be sure to consult with your attorney first to be sure you are complying
with your state’s usury statutes and applicable federal laws!
• Make a personal visit to your customer to discuss a past-due bill, or talk to your customer when
he or she visits your business, whenever possible.
• Make a phone call to your customer about the past-due bill in cases where a personal visit is not
possible.
• Send a series of “reminder” letters to your customer if talking to him or her personally is
impractical, or if the amount owed is relatively small. The first letter can simply be a friendly
reminder. The second letter can be a little more forceful. The third letter can be a “final” demand
before you turn the account over to a collection agency or to your attorney.
• Use a collection agency to collect a past-due account if trying to collect the account is too time
consuming or if you have not been successful in collecting it. A collection agency usually charges
a significant percentage of the amount of the debt as its fee.
• File suit in small claims (conciliation) court if the dollar amount of the past due account is under
the maximum amount allowed for such claims. ©
• If the amount owed by your customer is more than the amount allowed by your local small C
claims or conciliation court, ask your attorney to file a lawsuit to collect the account. o
p
[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
601 s
i
o
n
C
OBJECT: C OLLECTION F OLLOW -U P ON R ELEASE OF
P ENDING O RDER
It was a pleasure speaking with you again on [DAY]. As we discussed over the phone, I have released
your "pending" order on our terms of net [NUMBER] days, with payment expected before
[NUMBER] days from the date of the invoice. I hope those new terms will be to your convenience.
I appreciate your honesty and am looking forward to continue to serve you in the future. I will make
sure that your account will be corrected to reflect the new changes.
Sincerely,
Your name
Your title
Telephone contact
602
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C OLLECTION I NSTRUCTIONS TO LAWYERS

Please accept this letter as your instructions to immediately commence collection proceedings on our
behalf against [Full name of debtor] of [Full address of debtor] for [Describe debt] in the amount of
[Amount].
We enclose copies of the relevant documents for your file:
__ Purchase order
__ Invoice
__ Bad cheque & notice of return
__ Correspondence
We shall keep the original documents safe for production in court as necessary
If you need further documents or information, please contact the writer.
Please include claims for pre-judgment interest and legal costs with the claim for the amount of the
invoice.
We would ask you to keep us informed of the progress of this matter and to consult us when our legal
bill reaches [Amount].
Sincerely,
Your name
Your title
603
©
Telephone contact
C
p
[date] y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: F INAL DEMAND FOR PAYMENT BEFORE i
SENDING TO AGENCY o
n
o
We sent you [item(s) shipped] on [ship date] and invoiced you for the agreed upon price of [amount
r
due]. You promised to pay this invoice within [terms days] days. [terms days + past due days] days have
p
now passed, and in spite of our having sent several reminders, this invoice remains unpaid.
o
Please contact me as soon as possible to make arrangements to pay this invoice. r
a
I had every confidence, especially after our recent telephone conversation, that you would live up to t
your obligation. We supplied you with the products you requested and provided you with the credit i
terms you needed. o
n
Please accept responsibility for this obligation and pay your debt immediately. I would prefer not to
.
resort to a professional agency to collect what you owe us. I know this will damage your credit rating. I
2
know you value your reputation and your credit rating. Please don't force me to take extreme measures
0
to obtain payment.
0
Please help me: please help yourself, by sending your check for the entire balance immediately! 2
.
Sincerely, A
l
Your name
l
Your title r
i
Telephone contact youremail@yourcompany.com g
h
604 t
s
r
e
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: WE OFFER ADDITIONAL DISCOUNT

I want to tell you how personally sorry I am to hear of the difficulties you've been experiencing in your
business. I'm sure that your years of experience and you natural acumen will soon have you back in full
swing.
Naturally, I want to help you out in any way we can, since you've been a good customer for many years.
We think we can extend some help on your credit account with us. As you know, it is now [DATE] and
your account is [NUMBER] months late. I assume that the delay is related to your current difficulties.
Here's how we can help you. Normally, you pay within [NUMBER] days and take a [%] discount.
Naturally, the discount is forfeited after [NUMBER] days. But, as a gesture of goodwill, I'm creating a
special discount of [%] on your account. I'm enclosing a new invoice showing the new discount. I know
you're anxious to maintain a good credit relationship with us – and so I'll look forward to receiving your
payment by [DATE].
Sincerely,
Your name
Your title
Telephone contact
youremail@yourcompany.com .
605
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
i
o
n
OBJECT: REQUESTING CONTACT & PROPOSAL C
o
We have been doing business together for a long time. Perhaps that is why we cannot understand why p
you haven't responded to any of our reminders advising you that your account is seriously in arrears. o
r
We are here to help if you are experiencing a problem and are most anxious to assist in restoring the a
goodwill that we have shared for so many years. t
i
We will not even request payment in this letter, but merely urge you to contact us to arrange payment
o
as soon as possible.
n
Let us hear from you soon. .
2
Sincerely, 0
0
Your name
2
Your title .
A
Telephone contact l
l
r
i
g
h
t
s
606 r
e
s
e
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: F INAL DEMAND FOR PAYMENT – i
CERTIFIED MAIL o
n
o
Is there some reason why you have not paid our invoice number [invoice number] dated [invoice date]
r
in the amount of [invoice amount]?
p
This invoice is long past due and your refusal to remit payment is beginning to concern us. Is there some o
reason that you feel you have no responsibility to pay this debt? r
a
Please send your payment immediately or contact me at once. t
i
Sincerely,
o
Your name n
.
Your title 2
0
Telephone contact
0
youremail@yourcompany.com 2
.
A
l
l
r
i
g
h
607 t
s
r
e
s
e
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: ENCLOSED STATEMENT i
o
n
Perhaps you have overlooked the fact that your account is currently overdue. C
o
I have enclosed a statement of your account which shows a balance due of [amount due]. If there is some r
reason why you have failed to remit payment, please call us to discuss the problem. p
If it would be more convenient, please feel free to write us a note at the bottom of this letter and send it o
in the enclosed envelope. r
a
Thank you for your prompt attention to this matter. t
i
Sincerely,
o
Your name n
.
Your title 2
0
Telephone contact
0
.
A
l
l
r
i
g
h
t
s
608 r
e
s
e
©
C
o
p
October 18, 2022 y
r
Name of debtor
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: COLLECTION LETTER i
o
Dear [Name of debtor],
n
Your name was brought to our attention to collect from you the entire balance of a debt you owed to C
[Name of creditor]. As of [Date], the amount of the debt is [Amount]. o
r
If you want to resolve this matter without a lawsuit, you must, within [NUMBER] month(s) of the date p
of this letter, either pay [Amount] against the balance that you owe (unless you have paid since your last o
statement) or call [Name of creditor] at [Creditor’s telephone number] and work out arrangements for r
payment with it. If you do neither of these things, we will refer this matter to an attorney to file a lawsuit a
against you for the collection of this debt. t
Federal law gives you thirty days after you receive this letter to dispute the validity of the debt or any part i
of it. If you do not dispute it within that period, we will assume that it is valid. If you do dispute it – by o
notifying us in writing to that effect – we will, as required by the law, obtain and mail to you proof of n
the debt. And if, within the same period, you request in writing the name and address of your original .
creditor, if the original creditor is different from the current creditor [Name of creditor], we will furnish 2
you that information also. The law does not require us to wait until the end of the thirty-day period 0
before suing you to collect this debt. If, however, you request proof of the debt or the name and address 0
of the original creditor within the thirty-day period that begins with your receipt of this letter, the law 2
requires us to suspend our efforts. .
A
Sincerely, l
l
[Signature of agency representative]
r
Title i
g
h
609 t
s
r
e
s
e
©
Telephone contact
C
p
y
O CTOBER 18, 2022 r
i
September 9, 2022
g
Contact Name h
t
Address E
n
Address2
v
City, State/Province i
s
Zip/Postal Code i
o
OBJECT: UNPAID BALANCE DUE TO CLERICAL n
C
ERRORS o
r
Our credit department has notified me that your account is past due. o
r
Since you are one of our preferred customers, we want to offer any assistance we can. We know that a
most overdue balances result from clerical errors, and hope that is, indeed, the cause of this current t
situation. i
o
Should you require additional time to settle your balance, please feel free to give us a call. I will see to it
n
that you are granted a reasonable length of time in which to pay your account balance.
.
We value your business, and sincerely hope that this gesture will be of some help. Thank you for your 2
prompt response. We look forward to hearing from you soon. 0
0
Sincerely, 2
.
Your name
A
Your title l
l
Telephone contact r
i
g
h
610 t
s
r
e
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: F INAL DEMAND FOR PAYMENT – i
CERTIFIED MAIL o
n
o
Despite our efforts to resolve your past due account, payment on this account has still not been made.
r
We are informing you that this is your final notice and last opportunity to make payment. Unless we p
have your check for [Amount due] within the next [NUMBER] days, or an acceptable proposal for o
payment is obtained, we shall immediately commence legal action against you. If the matter goes that r
far, you will also be liable for all attorney fees and court costs. Such an action may also adversely affect a
your credit rating. t
i
If you have any questions or wish to discuss this matter, please call the undersigned immediately at the o
following telephone number. n
.
2
Sincerely, 0
0
Your name 2
.
Your title
A
Telephone contact l
l
r
611 i
g
h
t
s
r
612
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: COLLECTION DEMAND LETTER i
o
n
As of the date of this letter, your payment which, under the terms of a promissory note you entered into, C
was due on [Date], has not been received and is now past due. If you have already forwarded your o
payment, please disregard this letter; otherwise, please forward your payment immediately in order to r
avoid default under the promissory note dated [Date]. p
o
Sincerely, r
Your name a
t
Your title i
o
Telephone contact
n
2
0
0
2
.
A
l
l
r
i
g
h
613 t
s
r
e
s
e
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: FOLLOW - UP COLLECTION LETTER

This is our second reminder that payment on your account in the amount of [Amount] was due on
[Date]. We value your business and hope to keep you as a customer. However, we do require payment
according to the terms of our invoices. Please send us your payment promptly.
Sincerely,
Your name
Your title
Telephone contact
614
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: COURTESY REMINDER OF LATE PAYMENT

Your payment of [Amount owed] pursuant to our invoice dated [Invoice date], has not arrived by the
date required. We are sure that this is an oversight and ask that you please send it today in the enclosed
self-addressed envelope. If we are forced to spend time collecting overdue accounts receivable, we will
not be able to offer our valued clients, such as yourselves, our current prices.
If you have already sent your payment to us, please accept our thanks. If you have any questions, please
feel free to call the undersigned at [Your company’s phone number].
Sincerely,
Your name
Your title
Telephone contact
615
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: REFERRAL TO AGENCY i
o
n
Productivity is an important guideline in any business. When we find that our productivity suffers, we C
naturally become concerned. o
r
We are concerned about our productivity in collecting the amount owed on your account. We have p
invested a great deal of time and effort in attempting to work out arrangements for the payment of your o
account. It seems that each agreement is met with a lack of productivity. r
We must, therefore, insist that payment be received within [NUMBER] days of this notice. Failing a
receipt of payment, we will have no alternative other than to forward your account to our attorney for t
further action. i
o
Sincerely, n
.
Your name
2
Your title 0
0
Telephone contact 2
.
A
l
l
r
i
g
h
t
s
616 r
e
s
e
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C ONVERSION OF O PEN A CCOUNT TO C.O.D.

I hate to write this kind of letter. You are one of our most valued clients but unfortunately it is
with deep regret that I must advise you of a change in your account credit status.
As of [DATE], it will now be necessary that a check be sent with each order from your firm. We must
insist upon this until your account is brought up to date, at which time we will reevaluate your open
account status.
It is regrettable that we came to this point – I understand this change will represent an inconvenience to
you – and I hope that this will not interfere with our long and profitable relationship.
We value your business and look forward to resolving this difficulty in the immediate future. If I may
be of further assistance, please call me at your convenience.
Sincerely,
Your name
Your title
Telephone contact
617
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ELIVERIES H ELD U NTIL P AST D UE B ALANCE

P AID
I must unfortunately inform you that due to the problems we have been experiencing in obtaining your
payment for the [PRODUCTS] we have delivered in accordance with the provisions of our contract of
[Date], we will not be able to deliver any more goods to you unless you provide us with adequate
assurance for payment on said goods.
We truly regret having to withhold any future delivery, but, at this point, we have no other viable
alternative.
Please let us know promptly what your decision is in regard to your willingness to provide us with the
adequate assurance we are requesting.
Sincerely,
Your name
Your title
Telephone contact
618
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D EMAND FOR P AYMENT ON G UARANTEE

This is to notify you that [Name of debtor] is currently in default under its obligations to [Name of
company] in the amount of [Amount owed] as of [Default date].
In accordance with the terms and conditions of your Guaranty dated [Date guaranty executed], you are
responsible in full for all obligations of [Debtor]. Demand is hereby made for payment in full of said
amount, which payment must be received by us by a cashier’s check by [Deadline date], at the following
address:
[Company]
[Address]
[Address L2]
[City, State Zip]
In the event we do not receive full payment from you by the required date, we will proceed to commence
legal proceedings against you under your Guaranty and will additionally assess you legal fees and costs
for such legal proceedings, as provided to us by the Guaranty.
If you have any questions, call the undersigned immediately at [Undersigned’s telephone number].
Govern yourself accordingly.
Sincerely,
Your name
Your title
619
Telephone contact youremail@yourcompany.com
620
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D EMAND THAT F UTURE P AYMENTS B E BY

C ERTIFIED C HECK
After review of your account, we realized that you have had [NUMBER] checks returned unpaid from
your bank in the last [MONTHS].
We truly regret having to take this action but we must insist that all future payments be made by certified
check, bank wire or bank draft. Please note that any payment which is not certified will not be accepted
and will be returned. This will cause you to incur a late charge.
For all future payments, please send them to the attention of [NAME] for proper credit.
Your cooperation is appreciated. Should you have any question, please contact me at your convenience.
Sincerely,
Your name
Your title
Telephone contact
621
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D EMAND TO E NDORSERS FOR I MMEDIATE

P AYMENT
Notice is hereby given that the undersigned is the holder of [check or note] to which you are an endorser,
and that said instrument has not been paid according to the agreed terms and conditions.
Therefore, protest and demand is hereby made upon you to immediately pay the face amount of the
instrument in the amount of [Amount].
In the event payment is not made within [NUMBER] days, the undersigned shall proceed to suit on
your warranties of endorsement.
Please govern yourself accordingly.
Sincerely,
Your name
Your title
Telephone contact
622
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
E
n
Zip/Postal Code v
i
s
OBJECT: D EMAND TO P AY P ROMISSORY N OTE i
o
n
This is to notify you that payment is past due under your Promissory Note (the “Note”) dated [Date C
promissory note issued]. o
r
The following payments have not been received: p
o
Payment Due Date Amount of Principal Amount of Interest Late Charge
r
Due Due
a
t
i
o
n
.
Thus, as of the date of this letter, you are in arrears in the total amount of [Amount in arrears]. 2
0
[Option] 0
2
In accordance with the terms of the Note, this constitutes a major default under the Note, and demand
.
is hereby made for the total amount in arrears together with the entire principal balance of [Amount]
A
outstanding under the Note.
l
Demand is hereby made for payment in full of said amount, which payment must be received by us by l
a cashier’s check by [Deadline date], at the following address: r
i
[Company] g
h
t
623
s
r
e
s
e
[Address]
[City, State Zip]
In the event we do not receive full payment from you by the required date, we will proceed to commence
legal proceedings against you under the Note and will additionally assess you legal fees and costs for such
legal proceedings, as provided to us by the Note.
Sincerely,
Your name
Your title
Telephone contact
624
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ENIAL OF R EQUEST FOR A DDITIONAL

D ISCOUNT
We recently received a request from you regarding our flexibility in the discount rate we offer for early
settlement of accounts. Following are our policies on these issues.
At [COMPANY], our established discount is [%] of the total invoiced amount when payment is
received within [NUMBER] days of delivery. Please note that this policy has not been arbitrarily
determined, but instead is based on cost, overhead and profit. Increasing this discount rate for all of our
accounts would seriously jeopardize our profitability – to increase the rate for an individual account
would be both unfair and unethical. I think that you will find that the [%] discount rate we offer our
customers is standard in the industry.
I hope that you can understand our position in this matter. We consider you a most valued customer so
if we are able to accommodate you in any way that is within our company policy, we will be most happy
to do so. Do not hesitate to contact me if I can be of any help.
Sincerely,
Your name
Your title
Telephone contact
625
626
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ENIAL OF R EQUEST FOR Q UARTERLY B ILLING

This letter is to confirm that we received your request to bill you quarterly rather than monthly. I must
admit that it presents us with somewhat of a problem.
Inasmuch as we would like to welcome you as a new customer of [COMPANY], we wish to

accommodate you in any way we can. However, there are some limits we can’t cross. Your request would
result in preferential treatment and would be unfair to all of our customers who must settle their
accounts within [NUMBER] days. To be quite honest, if we were to offer the terms you have requested
to all our clients, we would soon be out of business completely.
I am sure you can appreciate our position in this matter. We would welcome your account on our
regular terms basis and hope that we will have the opportunity to serve you in a near future.
Sincerely,
Your name
Your title
Telephone contact
627
©
C
o
p
October 18, 2022 y
r
Contact Name
i
Address g
h
Address2 t
n
Zip/Postal Code v
i
s
OBJECT: R EFUSAL TO E XTEND T IME ON P AYMENT OF i
I NVOICE o
n
o
After having done the maximum allowed by our company’s policies, we regret to inform you that we
r
are unable to extend any more time for payment of the invoice [NUMBER], dated [DATE].
p
We feel that we have been extremely patient in this case. Therefore, if we do not receive payment in full
o
on or before [Date], we shall have no other choice but to request our attorney to use all available legal
r
remedies to collect the amount owing.
a
I hope that you can understand our position in this matter. Do not hesitate to contact me if I can be of t
any help. i
o
Sincerely, n
.
Your name
2
Your title 0
0
Telephone contact 2
A
l
l
r
i
g
h
t
s
628 r
e
s
e
January 25, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: [%] DISCOUNT OPTION ON PREPAYMENT

This year we are again offering to our customers our prepayment option of a [%] cash discount on our
[Period] contract [Start Month through end month]. Many of our customers prefer the [Period]
contract because of the convenience of writing one check and using one stamp.
If you decide to take advantage of this offer, please send us your check for [Amount] for the [Period and
service] by [Date]. If you decide to pay monthly, the [Period] charge will total [Amount].
If you have any questions concerning prepayment or your cost, please call me at [Number].
Sincerely,
Your name
Your title
Telephone contact
629
DISPUTED ACCOUNT SETTLEMENT
This Agreement on Disputed Account (the “Agreement”), is made and effective [EFFECTIVE DATE],
BETWEEN: [CREDITOR NAME] (the "Creditor") a corporation organized and existing under
AND: [DEBTOR NAME] (the "Debtor") a corporation organized and existing under the laws of the
WHEREAS, Creditor asserts to hold certain claim against Debtor in the amount of [AMOUNT]arising
from the below described transaction:
[DESCRIBE]
And whereas, Debtor disputes said claim, and denies said debt is due; And whereas, the parties desire to
resolve and forever settle and adjust said claim.
Now, therefore, Debtor agrees to pay to Creditor and Creditor agrees to accept from Debtor
simultaneous herewith, the sum of [AMOUNT] in full payment, settlement, satisfaction, discharge and
release of said claim and in release of any further claims thereto.
Creditor acknowledges that there shall be no adverse report filed against Debtor with any credit bureau.
This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns
Signed, Sealed and Delivered in the Presence of
CREDITOR DEBTOR
630
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: DISPUTED BALANCE NOTICE

We do hereby confirm that we are in receipt of a statement dated [Date], indicating a balance of
[Amount] for our account [NUMBER].
After examination of our records, we dispute said balance for the following reason(s):
___ Goods billed for have not been received.
___ Prices are in excess of agreed amount.
___ Prior payment made in the amount of [Amount] on [Date].
___ Goods were unordered.
___ Goods were defective as per prior notice.
___ Goods are available for return as per our rights of return and credit.
___ Other: [Describe]
Please adjust our account accordingly. Do not hesitate to contact me so that we find a mutually
acceptable compromise on this matter.
Sincerely,
Your name
Your title
631
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: G RANT OF REQUEST FOR EXTENSION OF TIME

We want to thank you for your letter of [Date] in which you explained the circumstances behind your
request for an extension of time to remit your payment on invoice [Number].
We do appreciate your straightforwardness and have noted on your account that your payment will be
made on [Date]. We understand that nobody is protected against more difficult times due to economical
changes.
You have been a loyal customer of ours for quite some time and if this gesture on our part helps to ease
your current situation, we are pleased to be of assistance.
Sincerely,
Your name
Your title
Telephone contact
632
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: INSTALLMENT PAYMENT

ACKNOWLEDGMENT
I am pleased we could resolve your outstanding balance by accepting your agreement to pay the
[Amount], balance in [weekly/monthly] payments of [Amount] each. We look forward to receiving
your first payment on [Day] day of [Month], [Year].
Your future business is also appreciated and upon payment of the account we will consider the extension
of further credit.
Sincerely,
Your name
Your title
Telephone contact
633
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: I NSTALLMENT P AYMENT A RRANGEMENT

This is to confirm the arrangement under which we will accept payment of our outstanding account of
[Amount] in installments. You will sign and return the enclosed copy of this letter indicating admission
of the full amount of the account and acceptance of the terms of our agreement.
We will, then, accept payment of the account, together with interest at the rate of [%] per month, in
consecutive, monthly installments of [Amount], commencing [Date] and continuing on the [Day] of
each successive month until paid off in full. Time will be considered to be of the essence of this
arrangement. Each payment will be applied, first, to accrued interest and, second, to principal.
If there is default in making any payment, at our option, the full balance owing on the account, together
with accrued agreed interest, shall immediately become due and payable and continue to accrue interest,
before and after judgment, at the same rate of interest until paid off in full.
Please return the signed copy of this agreement with your first payment before the commencement date
of the monthly installments otherwise this agreement is null and void.
Sincerely,
Your name
Your title
Telephone contact
634
A DMISSION AND A CCEPTANCE
The undersigned hereby admits the full amount of the above outstanding account and having no rights
of set-off or counterclaim and accepts the above terms of payment.
Dated: [Date]
By: _____________________
Title: [Title]
January 25, 2022
Contact Name
Address
©
Address2
C
City, State/Province o
p
Zip/Postal Code y
r
OBJECT: AGREEMENT ON REPAYMENT SCHEDULE i
g
Dear [Contact name], h
t
As we agreed today, you have agreed that you owe us [amount] and will be paying this amount as E
n
follows:
v
[state terms] i
s
We apprecaite your cooperation in this matter. Please note that if you cannot meet this schedule, you i
o
should contact us before the payment due date.
n
Thank you. C
o
Sincerely, r
Your name p
o
Your title r
a
t
635 i
o
n
.
2
636
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: 10 DAY NOTICE BEFORE COLLECTION ON

DELINQUENT ACCOUNT
I realize you haven’t reacted to my previous notices concerning your account. I have written to you quite
a few times over the past [NUMBER] months requesting an explanation on why you have failed to
bring your account with us current. Including the interests, the amount due is now [AMOUNT].
Unfortunately, by ignoring these warnings you are damaging the excellent credit record you had
previously maintained with [company]. In addition, you are incurring additional expense to yourself
and to us.
I hate to engage in that process but unless you communicate with us within [NUMBER] days, I will
have no other choice but to turn your account over for collection. I am sorry that we are about to take
such a drastic action but I am afraid you leave us no alternative. You can preserve your credit rating by
remitting your check today for the amount stated above.
Sincerely,
Your name
Your title
Telephone contact
637
January 25, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: APOLOGY FOR ACCOUNTING ERRORS AND PAST

DUE NOTICE
We are very much concerned that due to our mistake, you had to deal with unnecessary problems.
Unfortunately, it has taken some time to find out exactly what occurred, and, therefore, please accept
our apologies for the delay in this response. You definitely deserve an explanation for what went wrong
in our accounting department. I hope that this letter will help to resolve some recent difficulties.
For what I’ve been told on this issue, your payment was received in time but it had been credited to an
account which bears a similar name to yours. As a result, we began sending you our standard notices
requesting payment, according to our collection policy. Even after the posting error was rectified, our
accounting department failed to notify our credit department, which is why you continued to receive
our correspondence asking for payment.
I understand how exasperating this has been for you and I am deeply sorry that it has taken so long to
straighten out this problem. While there is a procedure within our firm to prevent this type of error from
happening, we are reinforcing this procedure.
You have been a valued customer for a long time and we appreciate the opportunity to continue to serve
you. You may rest assured that this problem will not occur again.
Should you have any questions, please do not hesitate to contact me.
Sincerely,
Your name
638
Your title
©
Telephone contact
C
p
y
r
i
g
h
t
E
n
v
i
s
i
o
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C
o
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o
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a
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i
o
n
.
2
0
0
2
.
A
l
l
r
639 i
g
h
t
s
r
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: APOLOGY FOR NOT CREDITING PAYMENT
I want to thank you for your support and assistance in helping us to locate your payment of [Date],
which had not been credited to your account. I understand how exasperating this has been for you and
I am deeply sorry that it has taken so long to straighten out this problem. Your help enabled us to go
through our records and pinpoint how this error occurred.
Please accept our sincere apology for the correspondence we wrote under the assumption that this bill
had not been paid. I know this insistence on our part must have been extremely frustrating for you,
especially in light of the fact that you have always been a valued customer of ours and have paid your
bills promptly.
Thank you for your patience and please be assured that we will do everything in our power to ensure
that this type of error does not surface in the future.
Sincerely,
Your name
Your title
Telephone contact
640
January 25, 2022
Contact Name
Address
©
Address2
C
p
Zip/Postal Code y
r
i
g
OBJECT: APOLOGY TO CUSTOMER FOR ACCOUNTING h
t
ERRORS
E
n
v
Dear [Contact name], i
s
On behalf of [COMPANY], I want to thank you for your recent letter regarding an error that occurred i
with your account [Number]. After examination, we were able to track down the error and have o
credited your account accordingly. A report to this effect has also been sent to our credit department – n
I can certify that you credit rating won’t be penalized in any way.Please note that as of [DATE], your C
account balance is [Amount]. o
You are a valued customer, [CONTACT NAME], and we apologize for any inconvenience this mistake r
may have caused you. If we may be of further assistance please do not hesitate to contact me at your p
convenience. o
r
Sincerely, a
t
Your name
i
Your title o
n
Telephone contact .
©
2
C
0
o0
p
2
January 26th 202 y.
rA
641 il
gl
h
r
ti
E
g
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: APPROBATION OF FINANCING APPLICATION
Your application for financing on the acquisition of your new [describe] has been approved. Your order
for [Number] [Product] will be shipped within [Number] days.
As the enclosed lease documents indicate, your monthly lease payment is [Amount]. Since your lease
covers the entire purchase, including “soft” costs, installation and training are completely covered, with
no additional fee or payment required.
We look forward to serving you and hope you will call upon us for service, support, and supplies. Please
keep in touch and let us know how the [Product] is working to improve sales and customer service in
your shop
Sincerely,
Your name
Your title
Telephone contact
642
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: A PPROVAL OF NEW CREDIT ACCOUNT
Your account with [Name of firm] has been approved for credit. We would like to inform you that your
account number is [Number]. Please inform your personnel to be sure to include this account number
on any documents and correspondence directed to us.
We welcome you to our family of customers and hope that our new relationship will be mutually
beneficial and profitable.
As our way of saying thank you for opening your new account with us, we are offering you a [Specify]
discount on all merchandise ordered in the month of [Month].
If you have any questions regarding our credit policy, please call [Name], our Credit Manager, who will
be more than happy to discuss your account with you.
We will be looking forward to your orders and to the opportunity of serving you.
Sincerely,
Your name
Your title
Telephone contact
643
©
January 25, 2022
C
Name of information holder o
p
Address /Address2 / State/Province/ Zip/Postal Code y
r
OBJECT: AUTHORITY TO RELEASE CREDIT- i
g
RELATED INFORMATION h
t
Dear [Contact name], E
The undersigned hereby authorizes the disclosure and release of any and all personal credit-related n
information in your possession, including but not limited to credit, financial, salary, banking, debt and v
tax information and materials, to [Firm name], as required, until further notice. This authorization is i
valid for [NUMBER] days from the date of my signature below. Please keep a copy of my release request s
for your files. i
o
Thank you for your co-operation. n
C
Dated: [Date] o
r
p
©
[Witness] [Name of credit applicant] o
C
r
o
a
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Business Credit Application t
y
i
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Name/Address o
i
n
Last: First: Middle Title g
.
Initial: h
2
t
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Name of Business: Tax I.D. Number E
0
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Address: 2
v
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i
City: State: ZIP: Phone: A
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g
644 o
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Company Information
Type of Business: In Business Since:
Legal Form Under Which Business Operates:
State/Province: Corporation  Partnership 

Proprietorship 
If Division/Subsidiary, Name of Parent Company: In Business Since:
Bank References
Checking Account #: Savings Account #: Home Equity Loan

Loan: Balance:
Trade References
Company Name: Company Name: Company Name:
Contact Name: Contact Name: Contact Name:
645
Account Opened Since: Account Opened Since: Account Opened Since:
Credit Limit: Credit Limit: Credit Limit:
Current Balance: Current Balance: Current Balance:
Financial Information
Company Total Assets Company Total Liabilities Amount of Credit

Annual Net Income Requested:
Have you or your officers or affiliates ever filed a petition in bankruptcy? Yes  No 
Is your company subject to any litigation? Yes  No  If so, describe:
We declare that the above information is true, correct and complete and is given to induce the Company
to extend credit. We authorize the Company to make such credit investigation as the Company sees fit,
including contacting the above trade references and banks and obtaining credit reports. We authorize
all trade references, banks and credit reporting agencies to disclose to the Company any and all
information concerning the financial and credit history of my company and myself:
I have read the terms and conditions stated below and agree to all of those terms and conditions.
Name of Company:
Authorized Signature:
Title:
Printed Name:
646
[date]
Contact Name
Address/ Address2
City, State/Province / Zip/Postal Code
OBJECT: CHARGE ACCOUNT LIMIT RAISE
I am pleased to inform you that after careful review of your charge account, we have decided to increase
your credit limit as follows:
OLD CREDIT LIMIT: [Amount]
NEW CREDIT LIMIT: [Amount]
Moreover, your new status qualifies you for use of our installment account. Should you require
additional information about this new account, please call me as I will be happy to help.
You are a valued customer, and as such, we always keep you informed about our special sales. We
currently have a promotion on [PRODUCTS/SERVICES]. If you order by [DATE], we will give you
a [%] rebate on all your purchases.
We appreciate your continued patronage, and look forward to being able to assist you in the near future.
Sincerely,
Your name
Your title /Telephone contact/ youremail@yourcompany.com
647
CHARGE ACCOUNT TERMS AND CONDITIONS
This Agreement is made and effective [EFFECTIVE DATE],
BETWEEN: [SELLER NAME] (the "Seller"), a corporation organized and existing under the laws
Buyer agrees with seller [Seller’s name] to pay for all purchases upon receipt of monthly statement.
Charges billed, but not paid by the [Day] of the month following purchase will be considered
delinquent and subject to finance charges.
The FINANCE CHARGE for individuals is computed by a periodic rate of [%]per month which is an
ANNUAL PERCENTAGE RATE OF [Rate]% applied to the "Previous Unpaid Balance less Current
Credits." Current credits are payments or credits received by [Time] A.M. on the [Day] day of the
following month. The minimum payment due will be payment of Buyer's indebtedness in full. If not
paid, [Seller’s name] may declare the unpaid balance due and payable immediately. Buyer agrees to pay
collection expenses, including reasonable attorney's fees and court costs, if it is necessary to collect
through legal action.
Buyer assumes full responsibility for all materials purchased from [Seller’s name]. Buyer agrees to be
personally liable for all charges and individually guarantees payment of all charges promptly. Buyer
agrees to notify [Seller’s name] within [NUMBER] days in writing of receipt of monthly statement of
any in billing. Failure to so notify [Seller’s name] signifies total acceptance and responsibility for prompt
payment in full of account.
If materials are ordered to be delivered to a construction job site, the buyer assumes liability for the
materials at the time of delivery whether or not buyer's representative is on hand to acknowledge receipt
of delivery. Buyer agrees to pay standard delivery charges as billed.
Buyer agrees that no refund will be granted unless merchandise is returned within 30 days with invoice
to store where purchases were made and in original sales condition. Buyer agrees to supply [Seller’s
name] with "Notice of Commencements", purchase orders, job numbers, job addresses, and a current
list of employees permitted to order, pickup, and sign for merchandise.
[Seller’s name] reserves the right to send out "Notice to Owners" and file Liens on past due accounts and
use any legal means available to force collection if necessary.
648
SELLER CUSTOMER
649
January 25, 2022
Contact Name
Address
Address2
Z IP /P OSTAL C ODE OBJECT: CHRISTAMS CREDIT

EXTENSION
It seems like every year it’s the same old scenario – you are trying to find a way to be able to buy all of
our gifts this holiday season without having to worry about paying for them until March?
We thought it would, and decided this would be a perfect way to say thank you to our customers for
having shopped with us throughout the year.
Starting today, any purchases that you charge to your account will not appear on your statement until
[Date]! This offer is available to you until Christmas Eve, [Year].
We hope that you will take advantage of our holiday offering and come see our Christmas season
selections. While you are here, please come [Place] for a complimentary [Gift].
Sincerely,
Your name
Your title
Telephone contact
650
[date]
Contact Name
Address
Address2
©
C
Zip/Postal Code o
p
y
r
OBJECT: C OMPANY C REDIT A CCOUNT A PPROVAL i
g
h
t
Dear [Contact name], E
n
After evaluation of your application for credit, it is our pleasure to inform you that an account has been
v
opened for your company.
i
s
Please feel free to use your account as often as you wish. A descriptive brochure is attached which i
outlines the terms and conditions upon which this account has been opened. o
n
Should your credit requirements change, or should you have any questions regarding your new account, C
call this office and ask to speak to one of our account representatives. When you call, please have your o
account number available, in order that we might have quick access to your file. r
p
Sincerely,
o
Your name r
a
Your title t
Telephone contact i
o
youremail@yourcompany.com n
.
2
0
0
2
651 .
A
l
l
r
i
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C REDIT A CCOUNT D ENIAL FOR U NFAVORABLE

R EPORT
Thank you for your recent application for credit with our firm. We regret to inform you that we cannot
extend credit terms to you at the present time, based on the report we received back from our credit
bureau.
If you feel that there may be some errors in the records of the credit reporting agency, we suggest that
you contact them and review their current information. In the event that there have been errors made,
please direct them to submit a revised report to us for our reconsideration.
We would be most happy to welcome you as a customer and to accommodate you in any way possible
under the circumstances. We do have a layaway plan and various other options that are available to our
cash customers.
Please feel free to call me if you have any questions or if I can be of assistance to you in any way.
Sincerely,
Your name
Your title
Telephone contact
652
January 25, 2022
Contact Name
Address
Address2
©
Zip/Postal Code
C
o
p
y
OBJECT: C REDIT A CCOUNT D ENIAL r
i
g
t
We have reviewed your application for open account terms, and at this time are unable to open an E
account for your company. Should circumstances change in the future, please feel free to resubmit an n
application. v
i
We value your business, and hope to keep you as a customer. As a cash customer you will be advised of s
all special sales, and we know that you will find our prices and services competitive enough to allow us i
to continue serving you. o
n
If you have any questions about this decision, or if I may be of any help in any way with regard to your
C
dealings with our company, please contact me at the above office.
o
Sincerely, r
p
Your name o
r
Your title
a
Telephone contact t
i
n
.
2
653 0
0
2
.
A
CONSUMER CREDIT APPLICATION
Name/Address
Name Social Security Number
Address:
City: State: ZIP: Phone: Work:
Own Rent (Please circle) Monthly payment or rent How long?
Previous Address:
City: State: ZIP:
Owned Rented (Please circle) Monthly payment or rent How long?
Employment History
Source of Income Total Expenses Total
Salary Loans
Bonuses & Commissions Charge Account bills
654
Income From Rental Property Monthly Bills
Investment Income Real Estate Mortgages
Other Income Other Debts -- Itemize
Total Income Total Expenses
Bank References
Checking Account # Savings Account # Loan # Loan

Balance:
Credit Cards
655
BANKRUPTCY:
Have you gone bankrupt in the last five years? ( ) Yes ( ) No If yes, give date of assignment:
I hereby certify that the information contained herein is complete and accurate. This information has
been furnished with the understanding that it is to be used to determine the amount and conditions of
the credit to be extended. Furthermore, I hereby authorize the financial institutions listed in this credit
application to release necessary information to the company for which credit is being applied for in order
©
to verify the information contained herein.
C
__________________________________________ ____________________ o
p
Signature Date y
r
i
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h
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E
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v
i
s
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C
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o
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a
t
i
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2
0
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2
.
656 A
l
l
r
January 25, 2022
Contact Name
Address/ Address2 /City, State/Province /Zip/Postal Code
OBJECT: C REDIT E XTENSION TO P AST D UE P REFERRED

C USTOMER
Our credit department has notified me that your account is past due. You are one of our preferred
customers and therefore we want to offer any assistance we can. We know that most overdue balances
result from clerical errors. However, should you require additional time to settle your balance, please
feel free to give us a call. I will see to it that you are granted an additional [Number] days in which to pay
your account balance.
We value your business, and sincerely hope that this gesture will be of some help. Thank you for your
kind consideration, and we look forward to seeing you soon.
Sincerely,
Your name
Your title
Telephone contact
©
C
o
p
[date] y
r
Contact Name
i
Address /Address2 g
h
City, State/Province/ Zip/Postal Code t
E
n
657 v
i
s
i
o
OBJECT: Credit information
Enclosed is the credit information that you requested. I trust that this data will satisfy any concerns you
may have about our creditworthiness, and that it will lead to the establishment of a credit account for
our
organization.
Sincerely,
Your name
Your title
Telephone contact
658
January 25, 2022
Contact Name
Address
Address2
©
C
Zip/Postal Code o
p
y
OBJECT: CREDIT INFORMATION REQUEST r
i
g
t
Thank you for your recent order dated [Date]. We shall be pleased to consider you for a line of credit; E
however, we first require additional information. Accordingly, would you please provide us with the n
information checked? v
i
__ Bank Affiliations
s
__ Credit Application (enclosed)
i
__ Current Financial Statements
o
__ [number] Trade References and Bank References
n
__ Dun and Bradstreet or Other Credit Reporting Rating
C
__ Other: [Describe]
o
Pending receipt of this information we suggest C.O.D. or advance payment of [Amount] on this order
r
to expedite prompt shipment. Upon receipt we shall immediately ship your order
p
A self-addressed envelope is enclosed for your convenience. Of course, all credit information submitted o
shall be held in strict confidence. r
a
Sincerely, t
i
Your name
o
Your title n
.
Telephone contact, youremail@yourcompany.com 2
0
0
2
659 .
A
l
l
r
i
CREDIT MEMO
Date
Bill to: Ship to:
ADDRESS: ADDRESS:
CITY: STATE: ZIP: CITY: STATE: ZIP:
PHONE: PHONE:
CUSTOMER ID: TERMS:
REASON FOR CREDIT:
APPROVED BY: DATE:
APPROVED BY: DATE:
P.O./ORDER # DATE: INTERNAL BILLING #
Invoice Item Quantity Description Price Total
660
Total Amount of Credit $
661
January 27, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CREDIT REFERENCE REQUEST
Over the past [Number] years [Company] has ordered [Amount] worth of merchandise from us.
During that time, there have been [Number] incidents where the bills have been [Number] days past
due. To be fair, those incidents occurred [Number] years ago. Over the past year [Company]’s bills have
been current.
Based on our experience with this Company, we believe [Company] to be a good credit risk.
Sincerely,
Your name
Your title
Telephone contact
662
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CHARGE CARD APPROVAL
It is our pleasure to notify you that a charge account has been approved in your name. We welcome you
as a new customer and hope that you enjoy the convenience of your charge account.We have established
a credit limit on your account in the amount of [Amount]. At such time as you may wish to raise the
credit line, a phone call or visit to our credit office should expedite our handling of your request.
We have enclosed your card and our pamphlet that explains our billing procedure, how to use your
credit card plus additional information we believe you will find useful.
Thank you again for choosing to shop with us.
Sincerely,
Your name
Your title
Telephone contact
663
January 27, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: DENIAL OF CREDIT
After careful consideration of your request for a [name of account applied for], we must regretfully
advise you that we are unable to accommodate you at this time.
The decision to deny this credit is based on information contained in a credit report obtained from
[company credit report obtained from]. You are entitled to receive a free copy of this report by [address].
We are sorry for the inconvenience it may cause you. Please feel free to reapply after having corrected
what is mentionned on your credit report
Sincerely,
Your name
©
Your title
C
Telephone contact o
p
r
i
g
h
t
E
n
v
i
664
s
i
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C HARGE A CCOUNT D ENIAL
We regret to inform you that we are unable to open a charge account for you at present due to
information obtained from the following consumer reporting agency: [Agency].
We wish to advise you that you have the right under federal law to obtain full disclosure of the nature
and substance of all information on you that is contained in the files of the consumer credit reporting
agency, with the exception of medical data, upon the presentment of proper identification.
Although we are unable to offer you credit terms, we would be pleased to welcome you as a customer
and hope that we will be able to open a charge account for you some time in the future.
Thank you for submitting your application to us.
Sincerely,
Your name
Your title
Telephone contact
____________________________________________________________________
October 18, 2022
665
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST ON CREDIT INFORMATION
A purchase order from [Company] for [Amount] worth of merchandise listed you as a credit reference.
We would appreciate any information you can provide on the credit history of [Company] with your
company. Key facts would include how long the owner, [Name], has had an account with you and
whether or not she has any outstanding debts. We will keep any information you send us confidential.
I've enclosed a postage paid envelope for your convenience.
Sincerely,
Your name
Your title
Telephone contact
666
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF C.O.D. TERMS
We are in receipt of your order dated [Date] and your request for credit terms.
While we do want to accept your order, we regret we cannot ship on credit terms at the present time,
due to inadequate credit. Accordingly, we propose shipment on C.O.D. terms. We will assume C.O.D.
terms are satisfactory to you unless we are notified of the contrary within [NUMBER] days.
Thank you for your understanding and we appreciate your patronage, with the hope we may more
favorably consider credit requests in the future
Sincerely,
Your name
Your title
Telephone contact
667
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CREDIT LIMIT INCREASE
Congratulations! Your credit line has been increased to [amount]. Thank you for your business. We
have increased your line of credit so you can make more convenient purchases through [company].
We appreciate your business and hope you enjoy this extra purchasing power
Sincerely,
Your name
Your title
Telephone contact
668
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF CREDIT LIMIT
A review of your account indicates a present balance of [Amount] owed to our firm.
Every account is carefully evaluated to establish a credit limit that we believe is consistent not only with
our interests, but the interests of the customer as well. We have established [Amount], as your credit
allowance and believe it is appropriate. Since you are at or near that credit limit, we can ship future orders
only on a C.O.D. basis, until your balance is reduced. We would be pleased to review your account with
you if you believe an increased credit line is justified.
We are confident you understand the need for this action.
Sincerely,
Your name
Your title
Telephone contact
669
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO CORRECT CREDIT
A review of our credit report discloses the following adverse credit information:
[Specify]
This information is erroneous or incomplete in the following respects:
[Specify]
In accordance with the provisions of the Fair Credit Reporting Act, we request that this letter be made
a part of our credit file and thereupon disseminated with any request on us. We further request that this
be investigated further with the named creditor and that unless substantiated, then said entry be deleted.
Sincerely,
Your name
Your title
Telephone contact
670
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO STOP CREDIT CHARGE
Please be advised that on [Date] the undersigned charged a sum of [Amount] on a transaction with
[Company].
We hereby instruct you not to honor said charges or issue payment to the company for the following
reasons
Sincerely,
Your name
Credit Card Number
Telephone contact
©
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CERTIFIED MAIL, Return Receipt Requested o
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h
t
E
671 n
v
i
s
i
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: OPENING NEW CREDIT ACCOUNT
Welcome! Your account at [company] has been approved. We are proud to have you as a customer.
[company] is a [number]-year-old company, with [number] locations in [number] states. We supply a

complete line of [products] products to our customers, including [SHORT LIST]. As a leader in this
industry, we strive to provide the best service possible to our customers. Our goal is to be your
most valuable supplier. Customer satisfaction is our number-one priority.
Your approved credit line is [amount], with billing terms of [terms]. Monthly statements are mailed on
the first working day each month. A service charge is added to past-due balances that are not paid by
[date] of the billing month.
We at [company] welcome the opportunity to serve you and look forward to a long and prosperous
relationship
Sincerely,
Your name
Your title
Telephone contact
©
C
o
p
y
r
i
672 g
h
t
E
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REFUND FOR RETURNED

MERCHANDISE
Having received the merchandise you returned to us on [Date] we are enclosing our check to you in the
amount of [Amount].
Thank you for taking such care in the packing of the returned merchandise
We are sorry that circumstances prompted the return of this merchandise, but hope that you will
continue to allow us to serve you in the future.
Sincerely,
Your name
Your title
Telephone contact
673
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EFUND OF DUPLICATE PAYMENT
Enclosed is our check in the amount of [Amount] which represents a refund for your inadvertent
duplicate remittance for payment of [Purpose].
We are pleased that our bookkeeping department discovered this overpayment so quickly.
Sincerely,
Your name
Your title
Telephone contact
©
C
o
p
y
r
i
g
h
t
E
n
v
i
674 s
i
o
n
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REPLY TO REQUEST ABOUT CREDIT

REJECTION
In response to your request for a statement of our reasons for turning down your recent application for
credit, our records reveal that your application was not approved because:
[Describe]
We appreciate your patronage and invite you to shop with us on a cash basis.
Sincerely,
Your name
Your title
Telephone contact
©
C
o
p
y
r
i
g
h
675 t
E
n
v
i
s
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR CREDIT INFORMATION
It was with great pleasure that we received your recent order which was entered for immediate shipment
at our regular [NUMBER] day terms.
To enable us to extend the line of credit you may need for future orders; will you send us the usual credit
information? We have enclosed a simplified financial statement form for your convenience.
Thank you again for your order. We are looking forward to a long and mutually rewarding business
relationship.
Sincerely,
Your name
Your title
Telephone contact
676
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: DEMAND OF REFUND OF DUPLICATE

PAYMENT
On [Date], this office mailed to you a check in the amount of [Amount] per your [Date] invoice.
After reviewing your file, I realized that this account had been paid in full on [Date]. I am enclosing a
photostat of our cancelled check [Number] in the amount of [Amount]
I would appreciate it if you would reimburse this office for the duplicate payment. I apologize for any
inconvenience this error has caused.
Sincerely,
Your name
Your title
Telephone contact
677
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NEW RESTRICTIONS ON CREDIT
After [Number] months of prompt payments, we've noticed that your last [Number] bills were
[Number] days late. We are concerned about the change in your payment pattern. Rather than cancel
your credit line, we have reduced it [%].
If, after [Number] months, you are current with your bills, we will reevaluate an increase in your credit
line.
Your business is important to us. We hope we can increase your credit line in the future.
Sincerely,
Your name
Your title
Telephone contact
678
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: W ITHDRAWAL OF C REDIT ON P AST D UE

A CCOUNT
Your file was just placed on my desk for disposition. It seems that your account is seriously past due. We
have valued your business for many years, and can only hope that this lack of payment is only an error
or an oversight. If you have mailed your check, thank you. If not, please advise this office if any
discrepancy exists. I have reviewed the account, and feel I must advise the management to cancel existing
credit lines unless payment is received within [NUMBER] days.
I understand that you have had problems lately, and feel that we have been most accommodating.
Accordingly, I will expect your check no later than [Date].
Sincerely,
Your name
Your title
Telephone contact
679
©
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EMPLOYEE RECORDS. p
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ABSENCE FORM
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Please submit this report to your supervisor when you plan to be out of the office. i
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NAME AUTHORIZATION:
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REASON (Circle) DATE OUT DATE IN s
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❑ CONFERENCE
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❑ VACATION OR PTO a
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CC Receptionist
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NAME AUTHORIZATION:
:
REASON (Circle) DATE OUT DATE IN
❑ SEMINAR
❑ CONFERENCE
❑ VACATION OR PTO
❑ OTHER
CC Receptionist
:
Personnel
681
E LECTRONIC F UNDS T RANSFER A UTHORIZATION
I hereby authorize my employer to directly deposit my pay in the bank account(s) listed below in the
percentages specified. (If two accounts are designated, deposits are to be made in whole percentages of
pay to total 100%). I have attached a voided check or deposit slip for each account specified below. This
authorization is to remain in force until the company has received written authorization from me of its
termination or change.
Also, I grant [COMPANY] the right to correct any Electronic Funds Transfer resulting from an
erroneous overpayment by debiting my account to the extent of such overpayment.
Name:
Address:
Telephone: ( )
Signature: Date:
Company Use Only: Effective Date:
Account #1 Checking Savings (Check only one)
Financial Institution:
Address:
Telephone: ( )
Personal Account Number:
Percent of pay to be deposited into this account: %
682
Company Use Only: Bank/ABA Number:
Account #2 Checking Savings (Check only one)
Financial Institution:
Address:
Telephone: ( )
Personal Account Number:
Percent of pay to be deposited into this account: %
Company Use Only: Bank/ABA Number:
683
E MPLOYEE E MERGENCY N OTIFICATION F ORM
In the event of an emergency, I the undersigned employee, authorize [Name of your company] (the
“Company”) to notify the following person:
Name:
Phone Number:
Address:
Relationship to
Employee:
In the event you are unable to notify such person, the Company’s authorized to notify:
Name:
Phone Number:
Address:
Relationship to
Employee:
I understand and agree that the Company will have no obligation or liability to notify such persons.
Date:
Employee Signature
684
Printed Employee Name
685
EMPLOYMENT REFERENCE RELEASE
This Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:
1. TERMS
a. The Employee acknowledges that he/she has been informed that it is Company’s general
policy to disclose in response to a prospective employer's request only the following
information about current or former employees: (1) the dates of employment, (2)
descriptions of the jobs performed, and (3) salary or wage rates.
b. By signing this release, the Employee is voluntarily requesting that Company depart from
this general policy in responding to reference requests from any prospective employer that
may be considering the Employee for employment. The Employee authorizes the Company
to disclose to such prospective employers any employment-related information that
Company, in its sole discretion and judgment, may determine is appropriate to disclose,
including any personal comments, evaluations, or assessments that Company may have
about Employee’s performance or behavior as an employee.
686
c. In exchange for Company’s agreement to depart from its general policy and to disclose
additional employment-related information pursuant to the Employee request, the
Employee agrees to release and discharge the Company and Company’s successors,
employees, officers, and directors for all claims, liabilities, and causes of action, know or
unknown, fixed or contingent, that arise from or that are in any manner connected to
Company’s disclosure of employment-related information to prospective employers. This
release includes, but is not limited to, claims of defamation, libel, slander, negligence, or
interference with contract or profession.
d. The Employee acknowledges that he/she has carefully read and fully understands the
provisions of this release and further acknowledges that he/she was given the opportunity
to consult with an attorney or any other individual of his/her choosing before signing this
release and that he/she has decided to sign this release voluntarily and without coercion or
duress by any person.
This release sets forth the entire agreement between [COMPANY] and [EMPLOYEE], and the
Employee acknowledges that he/she has not relied upon any representation or statement, written or
oral, not set forth in this document.
COMPANY EMPLOYEE
687
PAYROLL DEDUCTION AUTHORIZATION
The undersigned hereby authorizes [Company name] to deduct $ from my gross earnings
each payroll period beginning, the following:
In payment for: Amount:
Credit Union $
Employee Savings Plan $
Pension Plan $
Union Dues $
688
Total $
Signature Date
Print Name
Social Security Number
(Please keep a copy of this for your records.)
689
SEPARATION AND RELEASE A GREEMENT
This Separation and Release Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [Employee NAME] (the "Employee"), an individual with his main address at:
AND: [Company NAME] (the "Company"), a corporation organized and existing under the laws of
1. TERMS
The Employee hereby authorizes Company to release information to prospective employers regarding
his employment with this company, including but not limited to, dates of employment, salary history,
employment history, disciplinary actions, attendance record, performance, and employment related
documents.
The Employee hereby releases his former and prospective employers, their employees, agents, officers,
directors and affiliates from any and all liability for damages of whatever kind, which may at any time
result to Employee, his family or associates, because of compliance with this authorization and request
to release information or any attempt to comply with it.
690
This release is executed with full knowledge and understanding that the information to be provided is
for the sole purpose of gaining employment, and shall remain in effect until such time as the Employee
withdraws said release in writing to the company named above.
COMPANY FORMER EMPLOYEE
691
TUITION APPROVAL FOR REFUND REQUEST
Date:
Name: Employee No:
Dept: Job Title:
School: Cost:
Course Taken:
(One form per course)
Date of From to
Course:
Description of course and how it relates to job (including how taking this course will benefit the
Company). Attach sheet for further description.
692
I understand that if this request is approved and I am reimbursed for the tuition/course fee I have
paid, that I will be expected to attend all classes and receive a grade of C or better. If I do not comply
with these requirements, I must return the fees I have been paid.
Employee Signature Supervisor’s approval
FOR OFFICE USE ONLY:
Reimbursed
Date:
Check #:
Initials:
Account #:
ONE SHEET PER COURSE
ATTACH COPY OF “STUDENT GRADE REPORT” OR CERTIFICATON OF

COMPLETION
693
FORMATION OF A COMPANY: ARTICLES OF
ASSOCIATION
These Articles of Association (the “Agreement”) is made and effective [DATE],
BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and
existing under the laws of the [STATE/PROVINCE], with its head office located at:
AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing
The parties agree to be partners under and by the name of[name of partnership association] and to
engage in the business of [DESCRIBE], according to the following terms and provisions:
1. DURATION
The partnership association will commence on the execution of this agreement and continue for a
period of [NUMBER] years, after which it may be continued for another period of [NUMBER] years,
or for such time as the partners may then see fit.
2. CONTRIBUTION
Each of the partners is contributing the partner’s skill and labor to the partnership, and it is understood
that each partner will be paid wages or a salary for such labor as the partner may perform.
3. WAGES OR SALARIES
The members of the partnership shall constitute the committee of the whole, which committee shall fix
the wages or salaries to be paid.
694
4. MANAGING PARTNER
To conduct and manage the affairs of the partnership, [NAME] shall be managing partner. [NAME]
shall have the full authority to conduct, manage, operate, and arrange all the business affairs of the
partnership, to hire and fire other employees needed to carry on the business, determine the wages and
make contracts with the employees, enter into other contracts in the name of and for the partnership,
and in general do anything ordinarily done by the manager of a business.
5. BOOKS OF ACCOUNT
One member of the partnership shall keep the books of account, and these books shall be open to
examination by any member at any reasonable time. Entries shall consist of all money received and
expended in and about the business, as well as all equipment or other material purchased for the
partnership with partnership funds, and all other matters involving money of the partnership.
6. DIVISION OF PROFITS
At the end of each year, or at such time as the committee of the whole may decide, the profits of the
partnership shall be distributed in the following proportions: [DESCRIBE]. It is agreed, however, that
the expenses of the business shall be borne equally and that all operating expenses shall be deducted
before profit is determined.
7. AMENDMENTS
It is agreed that this partnership agreement may be amended at any time or from time to time in the
judgment of the partners, but such amendments shall be formal and written and signed by all of the
partners.
IN WITNESS WHEREOF, the parties have executed this agreement at [designate place of execution]
the day and year first above written.
695
696
BY: [INCORPORATOR NAME] (the "Incorporator"), an individual / a corporation organized

AND: [REGISTERED AGENTNAME] (the "Registered Agent"), an individual / a corporation

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract,
hereby forms a corporation under the laws of the State of [STATE/PROVINCE].
2. NAME
This corporation may engage in or transact any and all lawful activities or business permitted under the
laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or
nation.
4. CAPITAL STOCK
697
The maximum number of shares of stock that this corporation is authorized to have outstanding at any
one time is [NUMBER] shares of common stock having a par value of [VALUE] per share.
5. ADDRESS
The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name
of the initial Registered Agent for the corporation at that address is: [NAME]
The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of
the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be
deemed to have been taken by the appropriate officers to accomplish this compliance.
indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in
connection with the defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or officer of the corporation or
of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted
by law. The foregoing right of indemnification shall be inclusive of any other rights to which any
director, stockholder or officer may be entitled as a matter of law.
9. SELF DEALING
No contract or other transaction between the corporation and other corporations, in the absence of
fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation
698
is or are interested in a contract or transaction, or are directors or officers of any other corporation, and
any director or directors, individually or jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with such person or person's firm or
corporation, and each and every person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this contracting with the corporation for the
benefit of himself or any firm, association or corporation in which he may be in any way interested. Any
director of the corporation may vote upon any transaction with the corporation without regard to the
factthat he is also a director of such subsidiary or corporation.
This corporation shall have a minimum of [NUMBER] director(s). The initial Board of Directors shall
consist of:
The Registered Agent agrees and accepts service of process; to keep the office open during prescribed
hours; to post my name (and any other officers of said corporation authorized to accept service of
process at the above designated address) in some conspicuous place in the office as required by law.
written.
699
700
ACKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
701
ARTICLES OF INCORPORATION, NOT FOR
PROFIT CORPORATION
BY: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation organized

AND: [SECOND INCORPORATOR NAME] (the "Second Incorporator"), a corporation

ARTICLES OF INCORPORATION OF [NFP CORPORATION NAME]
The undersigned, acting as incorporators of a corporation under the Not-for-Profit Corporation Act of
the State of [NAME], adopt the following articles of incorporation for such corporation:
1. NAME OF THE CORPORATION
The name of the corporation, hereinafter referred to as the "Corporation" is [NAME].
2. PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
3. PURPOSES OF THE CORPORATION
702
The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes,
including for such purposes, the making of distributions to organizations that qualify as exempt
organizations under section [number] of [Revenue Code OR LAW], or corresponding section of any
future federal tax code. The Corporation may receive and administer funds for scientific, religious,
educational, and charitable purposes, within the meaning of Section [number] of [Revenue Code OR
LAW] and to that end, the Corporation is empowered to hold any property, or any undivided interest
therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest,
or deal with the principal or the income in such manner as, in the judgment of the directors, will best
promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be
contained in the instrument under which such property is received, these Articles of Incorporation, the
By-Laws of the Corporation, or any applicable laws, to do any other act or thing incidental to or
connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or
financial gain of its directors or officers except as permitted under the Not-for-Profit Corporation Law.
4. earnings
No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer
of the Corporation, or any private individual, except that reasonable compensation may be paid for
services rendered to or for the Corporation affecting one or more of its purposes, and no member,
trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution
of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of
the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence
legislation, and the Corporation shall not participate in or intervene in, including the publication or
distribution of statements, any political campaign on behalf of any candidate for public office.
5. DISSOLUTION
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation
shall be distributed exclusively to one or more charitable, religious, scientific, testing for public safety,
literary, or educational organizations which would then qualify under the provisions of Section
[NUMBER] of the [Revenue Code OR LAW] and its Regulations as they now exist or as they may be
hereafter amended, or to the federal government, or to a state or local government, for a public purpose.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in
which the principal office of the Corporation is then located, exclusively for such purposes or to such
703
organization or organizations as said Court shall determine, which are organized and operated
exclusively for such purposes.
6. QUALIFICATIONS FOR MEMBERS
The qualifications for members and the manner of their admissions shall be regulated by the By-laws.
7. ADDRESS OF THE CORPORATION
The initial street address in the state of [NAME] of the initial registered office of the Corporation is
[LOCATION], and the name of the initial registered agent at such address is [NAME].
8. TERRITORY
The territory in which the operations of the Corporation are principally to be conducted is
[COUNTRY] and its territories and possessions, but the operations of the Corporation shall not be
limited to such territory.
9. BOARD OF DIRECTORS
The initial board of directors shall consist of at least three (3) members, who need not be residents of the
state of [NAME].
10. ELECTION OF DIRECTORS
The names and addresses of the persons who shall serve as directors until the first annual meeting of
members, or until their successors shall have been elected and qualified, are as follows:
[DESCRIBE]
11. INCORPORATORS
704
The names and addresses of the initial incorporators are as follows:
[NAMES]
IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of
Incorporation at [LOCATION] on [DATE].
705
ASSIGNMENT OF SHARES
This Assignment of Shares (the “Assignment”) is made and effective [DATE],
BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under
AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of
TERMS
No(s). [NUMBER(S)] (the "Shares").
2. The Assignor warrants the Assignee that the Shares are fully paid-up and that the Assignor owns the
Shares free and clear of all encumbrances.
written.
ASSIGNOR ASSIGNEE
706
BY-LAWS OF [CORPORATION]
These By-Laws of [CORPORATION] (the “Agreement”) are made and effective [DATE].
1. CORPORATE OFFICES
1.1. Principal Office
The Board of Directors shall fix the location of the principal executive office of the corporation at any
place within or outside the State of [STATE/PROVINCE]. If the principal executive office is located
outside [STATE/PROVINCE] and the corporation has one or more business offices in
[STATE/PROVINCE], then the Board of Directors shall fix and designate a principal business office
in [STATE/PROVINCE].
1.2. Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places.
2. MEETINGS OF SHAREHOLDERS
Meetings of shareholders shall be held at any place within or outside the State of [STATE/PROVINCE]
designated by the Board of Directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation or at any place consented to in writing
by all persons entitled to vote at such meeting, given before or after the meeting and filed with the
Secretary of the corporation.
2.2. Annual Meeting
707
An annual meeting of shareholders shall be held each year on a date and at a time designated by the
Board of Directors. At that meeting, directors shall be elected. Any other proper business may be
transacted at the annual meeting of shareholders.
2.3. Special Meetings
Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4
and 2.5 of these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the
holders of shares entitled to cast not less than [%] of the votes at that meeting.
If a special meeting is called by anyone other than the Board of Directors or the President or the
Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the
general nature of the business proposed to be transacted, and shall be delivered personally or sent by
registered mail or by other written communication to the Chairman of the Board, the President, any
Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause
notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4
and 2.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons
calling the meeting, so long as that time is not less than [NUMBER] nor more than [NUMBER] days
after the receipt of the request. If the notice is not given within [NUMBER] days after receipt of the
request, then the person or persons requesting the meeting may give the notice. Nothing contained in
this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the Board of Directors may be held.
All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5
of these By-Laws not less than [NUMBER] (or, if sent by third-class mail pursuant to Section 2.5 of
these By-Laws, not less than [NUMBER] nor more than [NUMBER] days before the date of the
meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of
the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted,
and no business other than that specified in the notice may be transacted, or (ii) in the case of the annual
meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to
present for action by the shareholders, but, subject to the provisions of the next paragraph of this Section
2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at
which Directors are to be elected shall include the names of nominees intended at the time of the notice
to be presented by the Board for election.
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If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a
director has a direct or indirect financial interest, (ii) an amendment of the Articles of Incorporation,
pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, (iv) a voluntary
dissolution of the corporation, or (v) a distribution in dissolution other than in accordance with the
rights of any outstanding preferred shares, then the notice shall also state the general nature of that
proposal.
Notice of a shareholders' meeting shall be given either personally or by first-class mail, or, if the
corporation has outstanding shares held of record by [NUMBER] or more persons on the record date
for the shareholders' meeting, notice may be sent by third-class mail, or other means of written
communication, addressed to the shareholder at the address of the shareholder appearing on the books
of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such
address appears or is given, at the place where the principal executive office of the corporation is located
or by publication at least once in a newspaper of general circulation in the county in which the principal
executive office is located. The notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written communication.
If any notice (or any report referenced in Article VII of these By-Laws) addressed to a shareholder at the
address of such shareholder appearing on the books of the corporation is returned to the corporation by
the [COUNTRY] Postal Service marked to indicate that the [COUNTRY] Postal Service is unable to
deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have
been duly given without further mailing if the same shall be available to the shareholder upon written
demand of the shareholder at the principal executive office of the corporation for a period of
[NUMBER] year from the date of the giving of the notice.
An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.5,
executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the
giving of the notice or report.
2.6. Quorum
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Unless otherwise provided in the Articles of Incorporation of the corporation, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. The shareholders present at a duly called or held meeting at which a quorum is present
may continue to transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by
at least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy, but no other business may be
transacted, except as provided in the last sentence of the preceding paragraph.
Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares represented at that meeting, either in person
or by proxy.
When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice
need not be given of the adjourned meeting if its time and place are announced at the meeting at which
the adjournment is taken. However, if the adjournment is for more than [NUMBER] days from the
date set for the original meeting or if a new record date for the adjourned meeting is fixed, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws. At any adjourned
meeting the corporation may transact any business which might have been transacted at the original
meeting.
2.8. Voting
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with
the provisions of Section 2.11 of these By-Laws. Elections for directors and voting on any other matter
at a shareholders' meeting need not be by ballot unless a shareholder demands election by ballot at the
meeting and before the voting begins.
Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the
Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on
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each matter submitted to a vote of the shareholders. Any holder of shares entitled to vote on any matter
may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or may
vote them against the proposal other than elections to office, but, if the shareholder fails to specify the
number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote. The
affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a
quorum is present (which shares voting affirmatively also constitute at least a majority of the required
quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is
required by the Code or by the Articles of Incorporation.
At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate
votes either (i) by giving one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by
distributing the shareholder's votes on the same principle among as many candidates as the shareholder
thinks fit, if the candidate or candidates' names have been placed in nomination prior to the voting and
the shareholder has given notice prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such a notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination. The candidates receiving the highest number of
affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate
and votes withheld shall have no legal effect.
The transactions of any meeting of shareholders, either annual or special, however called and noticed,
and wherever held, are as valid as though they had been taken at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice
or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business
to be transacted at nor the purpose of any annual or special meeting of shareholders need be specified in
any written waiver of notice or consent to the holding of the meeting or approval of the minutes thereof,
except that if action is taken or proposed to be taken for approval of any of those matters specified in
the second paragraph of Section 2.4 of these By-Laws, the waiver of notice or consent or approval shall
state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at that meeting,
except when the person objects, at the beginning of the meeting, to the transaction of any business
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because the meeting is not lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by the Code to be included in the
notice of such meeting but not so included, if such objection is expressly made at the meeting.
2.10. Shareholder Action By Written Consent Without A Meeting
Any action which may be taken at any annual or special meeting of shareholders may be taken without
a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
Directors may not be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors. However, a director may be elected at any time to fill any
vacancy on the Board of Directors, provided that it was not created by removal of a director and that it
has not been filled by the directors, by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors.
All such consents shall be maintained in the corporate records. Any shareholder giving a written
consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of
the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the
Secretary of the corporation before written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall
give prompt notice of any corporate action approved by the shareholders without a meeting by less than
unanimous written consent to those shareholders entitled to vote who have not consented in writing.
Such notice shall be given in the manner specified in Section 2.5 of these By-Laws. In the case of approval
of (i) a contract or transaction in which a director has a direct or indirect financial interest, (ii)
indemnification of a corporate agent, (iii) a reorganization of the corporation, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred shares, the notice shall be
given at least [NUMBER] days before the consummation of any action authorized by that approval,
unless the consents of all shareholders entitled to vote have been solicited in writing.
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In order that the corporation may determine the shareholders entitled to notice of any meeting or to
vote, the Board of Directors may fix, in advance, a record date, which shall not be more than
[NUMBER] days nor less than [NUMBER] days prior to the date of such meeting nor more than
[NUMBER] days before any other action. Shareholders at the close of business on the record date are
entitled to notice and to vote, as the case may be, notwithstanding any transfer of any shares on the
Incorporation or the Code.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders

shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for
the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned
for more than [NUMBER] days from the date set for the original meeting.
i. The record date for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
ii. The record date for determining shareholders entitled to give consent to corporate action in
writing without a meeting, (i) when no prior action by the Board has been taken, shall be the
day on which the first written consent is given, or (ii) when prior action by the Board has been
taken, shall be at the close of business on the day on which the Board adopts the resolution
relating thereto, or the [NUMBER] day prior to the date of such other action, whichever is
later.
2.12. Proxies
Every person is entitled to vote for directors, or on any other matter, shall have the right to do
so either in person or by one or more agents authorized by a written proxy signed by the person and
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filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder's name or
other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or
electronic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact.
A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect
unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing
to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting
it to the meeting or by attendance at such meeting and voting in person, or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant
to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of
[NUMBER] months from the date thereof, unless otherwise provided in the proxy. The dates contained
on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.
In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to
act at the meeting and any adjournment thereof. If inspectors of election are not so appointed or
designated or if any persons so appointed fail to appear or refuse to act, then the Chairman of the
meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of
election (or persons to replace those who so fail to appear) at the meeting. The number of inspectors
shall be either [NUMBER] or [NUMBER]. If appointed at a meeting on the request of [NUMBER]
or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine
whether [NUMBER] or [NUMBER] inspectors are to be appointed.
The inspectors of election shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity,
and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions
in any way arising in connection with the right to vote, count and tabulate all votes or consents,
determine when the polls shall close, determine the result and do any other acts that may be proper to
conduct the election or vote with fairness to all shareholders.
3. DIRECTORS
3.1. Powers
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Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these By-
Laws relating to action required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the management of the day-
to-day operation of the business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board.
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration
of the term for which elected and until a successor has been elected and qualified, except in the case of
the death, resignation, or removal of such a director.
3.4. Removal
The entire Board of Directors or any individual director may be removed from office without cause by
the affirmative vote of a majority of the outstanding shares entitled to vote on such removal; provided,
however, that unless the entire Board is removed, no individual director may be removed when the votes
cast against such director's removal, or not consenting in writing to such removal, would be sufficient
to elect that director if voted cumulatively at an election at which the same total number of votes cast
were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of such director's most recent election were then being
elected.
Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors, unless the notice specifies a later time for the
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effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board
of Directors may elect a successor to take office when the resignation becomes effective.
Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the
number of directors then in office is less than a quorum by (i) unanimous written consent of the
directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting
held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created
by the removal of a director by the vote or written consent of the shareholders or by court order may be
filled only by the affirmative vote of a majority of the shares represented and voting at a duly held
meeting at which a quorum is present (which shares voting affirmatively also constitute at least a
majority of the required quorum), or by the unanimous written consent of all shares entitled to vote
thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and
until a successor has been elected and qualified, or until his or her death, resignation or removal.
A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death,
resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the
office of a director who has been declared of unsound mind by an order of court or convicted of a felony,
(iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of
shareholders at which any director or directors are elected, to elect the full authorized number of
directors to be elected at that meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled
by the directors, but any such election by written consent, other than to fill a vacancy created by removal,
shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.
A director may not be elected by written consent to fill a vacancy created by removal except by
unanimous consent of all shares entitled to vote for the election of directors.
[STATE/PROVINCE] that has been designated from time to time by resolution of the Board. In the
absence of such a designation, regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the Board may be held at any place within or outside the State of
[STATE/PROVINCE] that has been designated in the notice of the meeting or, if not stated in the
notice or if there is no notice, at the principal executive office of the corporation.
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Members of the Board may participate in a meeting through the use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting can hear one another.
Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.
3.7. Regular Meetings
Regular meetings of the Board of Directors may be held without notice if the time and place of such
meetings are fixed by the Board of Directors.
3.8. Special Meetings; Notice
Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary or any [NUMBER] directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each
director or sent by first-class mail, telegram, charges prepaid, or by telecopier, addressed to each director
at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall
be deposited in the [COUNTRY] mail at least [NUMBER] days before the time of the holding of the
meeting. If the notice is delivered personally or by telephone or by telecopier or telegram, it shall be
delivered personally or by telephone or by telecopier or to the telegraph company at least [NUMBER]
hours before the time of the holding of the meeting. Any oral notice given personally or by telephone
may be communicated either to the director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it to the director. The notice need
not specify the purpose of the meeting.
3.9. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 3.11 of these By-Laws. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which a quorum is present is the
act of the Board of Directors, subject to the provisions of [SPECIFY] (as to approval of contracts or
transactions in which a director has a direct or indirect material financial interest), [SECTION OF
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CODE OR LAW] (as to appointment of committees), [SECTION OF CODE OR LAW] (as to
indemnification of directors), the Articles of Incorporation, and other applicable law.
withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for
such meeting.
Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding
the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or
special meeting of the Board of Directors.
3.11. Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to
another time and place.
If the meeting is adjourned for more than [NUMBER] hours, notice of any adjournment to another
time and place shall be given prior to the time of the adjourned meeting to the directors who were not
present at the time of the adjournment.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the Board individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as a unanimous vote of the Board of Directors.
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reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This
Section 3.14 shall not be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation for those services.
If these By-Laws have been approved by the corporation's shareholders in accordance with the Code,
the corporation may, upon the approval of the Board of Directors alone, make loans of money or
property to, or guarantee the obligations of, any officer of the corporation or of its parent, if any,
whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties provided that (i) the Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of
record by [NUMBER] or more persons (determined as provided in [SECTION OF CODE]) on the
date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote
sufficient without counting the vote of any interested director or directors. Notwithstanding the
foregoing, the corporation shall have the power to make loans permitted by the Code.
4. COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of [NUMBER] or more directors, to serve at the
pleasure of the Board. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee. The appointment of
members or alternate members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee shall have authority to act in the manner and to the extent provided
in the resolution of the Board and may have all the authority of the Board, except with respect to:
viii. The approval of any action which, under the Code, also requires shareholders' approval or
approval of the outstanding shares.
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ix. The filling of vacancies on the Board of Directors or in any committee.
x. The fixing of compensation of the directors for serving on the Board or on any committee.
xi. The amendment or repeal of these By-Laws or the adoption of new By-Laws.
xii. The amendment or repeal of any resolution of the Board of Directors which by its express
terms is not so amendable or repealable.
xiii. A distribution to the shareholders of the corporation, except at a rate, in a periodic amount or
within a price range set forth in the Articles of Incorporation or determined by the Board of
Directors.
xiv. The appointment of any other committees of the Board of Directors or the members thereof.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these By-Laws, Section 3.6 (place of meetings), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section
3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting),
with such changes in the context of those By-Laws as are necessary to substitute the committee and its
members for the Board of Directors and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of the Board of Directors or by
resolution of the committee, that special meetings of committees may also be called by resolution of the
Board of Directors, and that notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the provisions of these By-Laws.
5. OFFICERS
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5.1. Officers
The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or
more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of Section 5.3 of these By-Laws.
Any number of offices may be held by the same person.
The officers of the corporation, except such officers as may be appointed in accordance with the
provisions of Section 5.3 or Section 5.5 of these By-Laws, shall be chosen by the Board and serve at the
pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
The Board of Directors may appoint, or may empower the Chairman of the Board or the President to
appoint, such other officers as the business of the corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as are provided in these By-Laws or
as the Board of Directors may from time to time determine.
Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the
pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the
Board of Directors at any regular or special meeting of the Board or, except in case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be conferred by the
Board of Directors.
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
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A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall
be filled in the manner prescribed in these By-Laws for regular appointments to that office.
The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the
Board of Directors and exercise and perform such other powers and duties as may from time to time be
assigned by the Board of Directors or as may be prescribed by these By-Laws. If there is no President,
then the Chairman of the Board shall also be the chief executive officer of the corporation and shall have
the powers and duties prescribed in Section 5.7 of these By-Laws.
5.7. President
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman
of the Board, if there be such an officer, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the corporation. The President shall preside at
all meetings of the shareholders and, in the absence or nonexistence of a Chairman of the Board, at all
meetings of the Board of Directors. The President shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors or these By-Laws.
In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by
the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall
perform all the duties of the President and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively by the Board of Directors,
these By-Laws, the President or the Chairman of the Board.
5.9. Secretary
The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such
other place as the Board of Directors may direct, a book of minutes of all meetings and actions of
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Directors, committees of directors and shareholders. The minutes shall show the time and place of each
meeting, whether regular or special, the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at shareholders' meetings, and the proceedings
thereof.
The Secretary shall keep at the principal executive office of the corporation or at the office of the
corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates evidencing such shares,
and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary
shall give notice of all meetings of the shareholders and of the Board of Directors required to be given
by law or by these By-Laws. The Secretary shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as may be prescribed by
the Board of Directors or by these By-Laws.
The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares.
The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of
the corporation with such depositaries as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render ©
to the President and directors, whenever they request it, an account of all of his or her transactions as C
Chief Financial Officer and of the financial condition of the corporation, and shall have such other o
powers and perform such other duties as may be prescribed by the Board or these By-Laws. p
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6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
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AGENTS
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6.1. Indemnification Of Directors t
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The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify
each of its directors against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined in [SECTION OF CODE OR
LAW]), arising by reason of the fact that such person is or was a director of the corporation. For
purposes of this Article VI, a director of the corporation includes any person (i) who is or was a director
of the corporation, (ii) who is or was serving at the request of the corporation as a director of another
foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a
director of a corporation which was a predecessor corporation of the corporation or of another
The corporation shall have the power, to the extent and in the manner permitted by the Code, to
indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined
in [SECTION OF CODE OR LAW]), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined [SECTION OF CODE OR LAW]),
arising by reason of the fact that such person is or was an employee, officer, or agent of the corporation.
For purposes of this Article VI, an employee or officer or agent of the corporation (other than a director)
includes any person (i) who is or was an employee, officer, or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an employee, officer, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee, officer,
or agent of a corporation which was a predecessor corporation of the corporation or of another
indemnification is required pursuant to Section 6.1, or if otherwise authorized by the Board of
Directors, shall be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such
amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified
as authorized in this Article VI.
The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any By-Law, agreement, vote of
shareholders or directors or otherwise, both as to action in an official capacity and as to action in another
724
capacity while holding such office. The rights to indemnity hereunder shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
The corporation shall have the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation against any liability asserted against or
incurred by such person in such capacity or arising out of that person's status as such, whether or not
the corporation would have the power to indemnify that person against such liability under the
provisions of this Article VI.
6.6. Conflicts
No indemnification or advance shall be made under this Article VI, except where such indemnification
or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction,
in any circumstance where it appears:
iii. That it would be inconsistent with a provision of the Articles of Incorporation, these By-Laws,
a resolution of the shareholders or an agreement in effect at the time of the accrual of the
alleged cause of the action asserted in the proceeding in which the expenses were incurred or
other amounts were paid, which prohibits or otherwise limits indemnification; or
iv. That it would be inconsistent with any condition expressly imposed by a court in approving
a settlement.
If a claim under this Article is not paid in full by the corporation within [NUMBER] days after a written
claim has been received by the corporation (either because the claim is denied or because no
determination is made), the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of conduct that make it
permissible under the Code for the corporation to indemnify the claimant for the claim. Neither the
failure of the corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such action that
725
indemnification of the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met the
applicable standard of conduct, shall be a defense to such action or create a presumption for the
purposes of such action that the claimant has not met the applicable standard of conduct.
The Board of Directors is authorized to enter into a contract with any director, officer, employee or
agent of the corporation, or any person who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, or any person who was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if
the Board of Directors so determines and to the extent permitted by applicable law, greater than, those
provided for in this Article VI.
Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any
right or protection of a director or agent of the corporation existing at the time of such amendment,
repeal or modification.
The corporation shall keep either at its principal executive office or at the office of its transfer agent or
registrar (if either be appointed), as determined by resolution of the Board of Directors, a record of its
shareholders listing the names and addresses of all shareholders and the number and class of shares held
by each shareholder.
The record of shareholders shall also be open to inspection and copying by any shareholder or holder of
a voting trust certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to the holder's interests as a shareholder or holder of a
voting trust certificate.
726
A shareholder or shareholders of the corporation holding at least [%] in the aggregate of the outstanding
voting shares of the corporation or who hold at least [%] of such voting shares and have filed a Schedule
[IDENTIFY] with the [GOVERNMENT AGENCY] relating to the election of directors, shall have an
absolute right to do either or both of the following (i) inspect and copy the record of shareholders'
names, addresses, and shareholdings during usual business hours upon [NUMBER] days' prior written
demand upon the corporation, or (ii) obtain from the transfer agent for the corporation, upon written
demand and upon the tender of such transfer agent's usual charges for such list (the amount of which
charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders'
names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of
the most recent record date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand. The list shall be made available on or before the later of [NUMBER]
business days after the demand is received or the date specified therein as the date as of which the list is
to be compiled.
Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the demand.
The corporation shall keep at its principal executive office or, if its principal executive office is not in
the State of [STATE/PROVINCE], at its principal business office in [STATE/PROVINCE], the
original or a copy of these By-Laws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal executive office of the
corporation is outside the State of [STATE/PROVINCE] and the corporation has no principal
business office in such state, then it shall, upon the written request of any shareholder, furnish to such
shareholder a copy of these By-Laws as amended to date.
The accounting books and records and the minutes of proceedings of the shareholders and the Board of
Directors, and committees of the Board of Directors shall be kept at such place or places as are designated
by the Board of Directors or, in absence of such designation, at the principal executive office of the
727
corporation. The minutes shall be kept in written form, and the accounting books and records shall be
kept either in written form or in any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon the written demand
on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during
usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as the
holder of a voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate
may be made in person or by an agent or attorney and the right of inspection includes the right to copy
and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records,
and documents of every kind and to inspect the physical properties of the corporation and each of its
subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or
by an agent or attorney and the right of inspection includes the right to copy and make extracts.
The Board of Directors shall cause an annual report to be sent to the shareholders not later than
[NUMBER] days after the close of the fiscal year adopted by the corporation. Such report shall be sent
to the shareholders at least [NUMBER] (or, if sent by third-class mail, [NUMBER]) days prior to the
annual meeting of shareholders to be held during the next fiscal year and in the manner specified in
Section 2.5 of these By-Laws for giving notice to shareholders of the corporation.
The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement
and statement of changes in financial position for the fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an authorized officer of the
corporation that the statements were prepared without audit from the books and records of the
corporation.
The foregoing requirement of an annual report shall be waived so long as the shares of the corporation
are held by fewer than [NUMBER] holders of record.
728
If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the
written request of any shareholder made more than [NUMBER] days after the close of such fiscal year,
deliver or mail to the person making the request, within [NUMBER] days thereafter, a copy of a balance
sheet as of the end of such fiscal year and an income statement and statement of changes in financial
position for such fiscal year.
A shareholder or shareholders holding at least [%] of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the current fiscal year ended more than
[NUMBER] days prior to the date of the request and a balance sheet of the corporation as of the end of
that period. The statements shall be delivered or mailed to the person making the request within
[NUMBER] days thereafter. A copy of the statements shall be kept on file in the principal office of the
corporation for [NUMBER] months and it shall be exhibited at all reasonable times to any shareholder
demanding an examination of the statements or a copy shall be mailed to the shareholder. If the
corporation has not sent to the shareholders its annual report for the last fiscal year, the statements
referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the
The quarterly income statements and balance sheets referred to in this section shall be accompanied by
the report thereon, if any, of any independent accountants engaged by the corporation or the certificate
of an authorized officer of the corporation that the financial statements were prepared without audit
from the books and records of the corporation.
The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Secretary
or Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or
the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation or corporations standing in
the name of this corporation. The authority herein granted may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.
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8. GENERAL MATTERS
For purposes of determining the shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful
action (other than with respect to notice or voting at a shareholders meeting or action by shareholders
by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which
shall not be more than [NUMBER] days prior to any such action. Only shareholders of record at the
close of business on the record date are entitled to receive the dividend, distribution or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the
Incorporation or the Code.
If the Board of Directors does not so fix a record date, then the record date for determining shareholders
for any such purpose shall be at the close of business on the day on which the Board adopts the resolution
relating thereto or the [NUMBER] day prior to the date of that action, whichever is later.
From time to time, the Board of Directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.
The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on
behalf of the corporation; such authority may be general or confined to specific instances. Unless so
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for any amount.
730
A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of
such shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares
partly paid provided that these certificates shall state the total amount of the consideration to be paid
for them and the amount actually paid. All certificates shall be signed in the name of the corporation by
the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President and
by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of
the signatures on the certificate may be by facsimile.
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if that person were an officer, transfer agent or
registrar at the date of issue.
Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously
issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and
cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact),
authorize the issuance of replacement certificates on such terms and conditions as the Board may
require; the Board may require indemnification of the corporation secured by a bond or other adequate
security sufficient to protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the
issuance of the replacement certificate.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the Code shall govern the construction of these By-Laws. Without limiting the generality of this ©
C
provision, the singular number includes the plural, the plural number includes the singular, and the
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term person includes both a corporation and a natural person.
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9. AMENDMENTS y
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9.1. Amendment By Shareholders i
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New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the
Articles of Incorporation of the corporation set forth the number of authorized Directors of the
corporation, then the authorized number of Directors may be changed only by an amendment of the
Articles of Incorporation.
9.2. Amendment By Directors
Subject to the rights of the shareholders as provided in Section 9.1 of these By-Laws, By-Laws, other
than a By-Law or an amendment of a By-Law changing the authorized number of directors (except to
fix the authorized number of directors pursuant to a By-Law providing for a variable number of
directors), may be adopted, amended or repealed by the Board of Directors.
9.3. Record Of Amendments
Whenever an amendment or new By-Law is adopted, it shall be copied in the book of minutes with the
original By-Laws. If any By-Law is repealed, the fact of repeal, with the date of the meeting at which the
repeal was enacted or written consent was filed, shall be stated in said book.
written.
ATTORNEY CLIENT
732
Reference in these By-Laws to any provision of the [STATE/PROVINCE] Corporations Code shall
be deemed to include all amendments thereof.
4. That I am the duly elected and acting Secretary of [Name of Corporation], a

[STATE/PROVINCE] corporation.
5. That the foregoing By-Laws constitute the By-Laws of said corporation as adopted by the Directors
of said corporation by unanimous written consent at a duly called and held meeting of the Board of
Directors on [DATE].
6. The foregoing By-Laws were also adopted by the shareholders of said corporation by unanimous
written consent at a duly called and held meeting of the shareholders on [DATE].
SECRETARY
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Print Name and Title p
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BY-LAWS OF [NOT FOR PROFIT CORPORATION] i
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These By-Laws of [NFP CORPORATION] (the “Agreement”) are made and effective [DATE]. t
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1. ORGANIZATION s
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A. The name of the organization shall be [NAME].
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B. The organization may at its pleasure by a vote of the membership body change its name. p
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2. PURPOSES a
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The following are the purposes for which this organization has been organized: [DESCRIBE] o
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3. MEMBERSHIP
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Membership in this organization shall be open to all who [DESCRIBE]. .
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4. MEETINGS l
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A. The annual membership meeting of this organization shall be held on the [DAY] of g
[MONTH] each and every year except if such day be a legal holiday, then and in that event, h
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734 e
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the Board of Directors shall fix the day but it shall not be more than two weeks from the
date fixed by these By-Laws.
B. The Secretary shall cause to be mailed to every member in good standing at his address as it
appears in the membership roll book in this organization a notice telling the time and place
of such annual meeting.
C. Regular meetings of this organization shall be held [LOCATION].
D. The presence of not less than [%] of the members shall constitute a quorum and shall be
necessary to conduct the business of this organization; but a lesser percentage may adjourn
the meeting for a period of not more than [NUMBER] weeks from the date scheduled by
these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to
all those members who were not present at the meeting originally called. A quorum as herein
before set forth shall be required at any adjourned meeting.
E. Special meetings of this organization may be called by the president when he deems it for
the best interest of the organization. Notices of such meeting shall be mailed to all members
at their addresses as they appear in the membership roll book at least [NUMBER] days
before the scheduled date set for such special meeting. Such notice shall state the reasons
that such meeting has been called, the business to be transacted at such meeting and by
whom it was called. At the request of [%] of the members of the Board of Directors or [%]
of the members of the organization, the president shall cause a special meeting to be called
but such request must be made in writing at least [NUMBER] days before the requested
scheduled date.
F. No other business but that specified in the notice may be transacted at such special meeting
without the unanimous consent of all present at such meeting.
5. VOTING
735
A. At all meetings, except for the election of officers and directors, all votes shall be by voice.
For election of officers, ballots shall be provided and there shall not appear any place on such
ballot that might tend to indicate the person who cast such ballot.
B. At any regular or special meeting, if a majority so requires, any question may be voted upon
in the manner and style provided for election of officers and directors. At all votes by ballot
the chairman of such meeting shall, prior to the commencement of balloting, appoint a
committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion
of such balloting, certify in writing to the chairman the results and the certified copy shall
be physically affixed in the minute book to the minutes of that meeting.
C. No inspector of election shall be a candidate for office or shall be personally interested in the
question voted upon.
6. ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.
A. The business of this organization shall be managed by a Board of Directors consisting of [#]
members, together with the officers of this organization. At least one of the directors elected
shall be a resident of the State of [STATE/PROVINCE] and a citizen of [COUNTRY].
736
B. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this
organization in the same manner and style as the officers of this organization and they shall
serve for a term of [NUMBER] years.
C. The Board of Directors shall have the control and management of the affairs and business
of this organization. Such Board of Directors shall only act in the name of the organization
when it shall be regularly convened by its chairman after due notice to all the directors of
such meeting.
D. [%] of the members of the Board of Directors shall constitute a quorum and the meetings of
the Board of Directors shall be held regularly on the [DATE].
E. Each director shall have one vote and such voting may not be done by proxy.
F. The Board of Directors may make such rules and regulations covering its meetings as it may
in its discretion determine necessary.
G. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining
members of the Board of Directors for the balance of the year.
H. The President of the organization by virtue of his office shall be Chairman of the Board of
Directors.
I. The Board of Directors shall select from one of their members a secretary.
J. A director may be removed when sufficient cause exists for such removal. The Board of
Directors may entertain charges against any director. A director may be represented by
counsel upon any removal hearing. The Board shall adopt such rules for this hearing as it
may in its discretion consider necessary for the best interests of the organization.
737
8. OFFICERS
A. The initial officers of the organization shall be as follows:
[President] [VICE President]
[SECRETARY] [TREASURER]
B. The President shall preside at all membership meetings. He shall by virtue of his office be
Chairman of the Board of Directors. He shall present at each annual meeting of the
organization an annual report of the work of the organization. He shall appoint all
committees, temporary or permanent. He shall see all books, reports and certificates
required by law are properly kept or filed. He shall be one of the officers who may sign the
checks or drafts of the organization. He shall have such powers as may be reasonably
construed as belonging to the chief executive of any organization.
C. The Vice President shall in the event of the absence or inability of the President to exercise
his office become acting president of the organization with all the rights, privileges and
powers as if he had been the duly elected president.
D. The Secretary shall keep the minutes and records of the organization in appropriate books.
It shall be his duty to file any certificate required by any statute, federal or state. He shall give
and serve all notices to members of this organization. He shall be the official custodian of
the records and seal. He may be one of the officers required to sign the checks and drafts of
the organization. He shall present to the membership at any meetings any communication
addressed to him as Secretary of the organization. He shall submit to the Board any
communications which shall be addressed to him as Secretary of the organization. He shall
attend to all correspondence of the organization and shall exercise all duties incident to the
office of Secretary.
738
E. The Treasurer shall have the care and custody of all monies belonging to the organization
and shall be solely responsible for such monies or securities of the organization. He shall
cause to be deposited in a regular business bank or trust company a sum not exceeding
[AMOUNT] and the balance of the funds of the organization shall be deposited in a savings
bank except that the Board of Directors may cause such funds to be invested in such
investments as shall be legal for a non-profit corporation in this state. He must be one of the
officers who shall sign checks or drafts of the organization. No special fund may be set aside
that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall
render at stated periods as the Board of Directors shall determine a written account of the
finances of the organization and such report shall be physically affixed to the minutes of the
Board of Directors of such meeting. He shall exercise all duties incident to the office of
Treasurer.
F. Officers shall by virtue of their office be members of the Board of Directors.
G. No officer shall for reason of his office be entitled to receive any salary or compensation, but
nothing herein shall be construed to prevent an officer or director for receiving any
compensation from the organization for duties other than as a director or officer.
9. SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their
discretion may determine to be necessary for the conduct of the business of the organization.
10. COMMITTEES
All committees of this organization shall be appointed by the Board of Directors and their term of office
shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
The permanent committees shall be: [DESCRIBE]
739
11. DUES
The dues of this organization shall be [AMOUNT] per annum and shall be payable on [DATE].
12. AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than
[%] of the members.
written.
PRESIDENT VICE PRESIDENT
SECRETARY TREASURER
____________________ _________________________
740
CERTIFICATE OF INCORPORATION OF [N AME ]
This Certificate of Incorporation of [NAME] (the “Agreement”) is made and effective [DATE],
BY: [INCORPORATOR NAME] (the "Incorporator"), a corporation organized and existing

8. NAME OF CORPORATION
The name of the corporation is [Name of Corporation].
9. ADDRESS OF CORPORATION
The address of the registered office of the corporation in the State of [STATE/PROVINCE]. The name
of its registered agent at that address is [NAME].
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be
organized under the [General Corporation Law] of the State of [STATE/PROVINCE].
741
11. TOTAL NUMBER AND VALUE OF SHARES
The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares,
all of which shall be Common Stock, [AMOUNT] par value per share.
The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of
the corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law
whether adopted by them or otherwise.
Election of directors need not be by written ballot except and to the extent the By-Laws of the
corporation shall so provide.
14. LIABILITIES
To the fullest extent permitted by law, no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without
limiting the effect of the preceding sentence, if the [General Corporation Law] is hereafter amended to
authorized the further elimination or limitation of the liability of a director, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent permitted by the [General
Corporation Law], as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise
adversely affect any limitation on the personal liability of a director of the corporation existing at the
time of such amendment, repeal or adoption of such an inconsistent provision.
742
written.
Print Name and Title Print Name and Title.
743
AFFIDAVIT OF LOST STOCK CERTIFICATE
This Affidavit of Lost Stock Certificate (the “Agreement”) is made and effective [DATE],
AND: [STOCKHOLDER NAME] (the "Stockholder"), an individual/ a corporation organized and

TERMS
The undersigned Stockholder hereby declares, under penalty of perjury, as follows:
1. The undersigned is the owner of a total of [number of shares] shares of the Common Stock of
[name of company], Inc., a [state where company incorporated] corporation (the “Company”).
2. The undersigned has examined his, her or its records and, after diligent search, is unable to find
the certificate or certificates representing such shares (the “Certificates”) and believes that the
Certificates were lost.
3. The undersigned has not transferred, sold, encumbered, or pledged any of the shares represented
by the Certificates.
744
4. The undersigned releases the Company and any successor from any and all liability relating to
the loss of the Certificates, or the issuance of new Certificates. The undersigned agrees to defend
and indemnify and hold harmless the Company and any successor from any damage or loss
caused by the loss of the Certificates.
5. In the event of discovery of the original Certificates, the undersigned agrees to return them
promptly to the Company or any successor, marked “CANCELLED.”
written.
COMPANY STOCKHOLDER
745
PRE-INCORPORATION AGREEMENT
AND: [THIRD PARTNER NAME] (the "Third Partner"), a corporation organized and existing
RECITALS
First Partner now owns and operates a [DESCRIBE] business in [STATE/PROVINCE] known as
[DESCRIBE] Company, and he [she] would like to incorporate that business and Second Partner and
Third Partner agree to take a certain amount of the stock in the corporation.
TERMS
6. Company has been inventoried by the above-named parties and it is agreed between them that
Company, including all personal property, namely: [DESCRIBE], and everything used and kept in
business, including all book accounts, is to show a value of [VALUE] net and is to be taken in by
corporation at those figures.
746
7. Second Partner agrees to pay in cash the amount of [AMOUNT], the receipt of which is
acknowledged, and from the date of signing this contract is an owner of an undivided one-half
interest in [DESCRIBE] as set forth above.
8. It is agreed to incorporate the company under the laws of the State of [STATE/PROVINCE] for
[AMOUNT], and that stock shall be issued [AMOUNT] to First Partner and [AMOUNT] to
Second Partner as their interest may appear.
9. It is agreed that when corporation is formed, and stock issued, First Partner will sell to Third Partner,
[AMOUNT] of stock, and Second Partner agrees to sell an equal amount of stock to Third Partner,
the intention being that as soon as the corporation is incorporated all of the above-named parties are
to have an equal amount of stock in the corporation.
10. It is agreed by Third Partner that he [she] will purchase the above described stock as set forth, paying
for it by giving an individual note to the respective parties for the amount of stock received from
them, and that the stock will be deposited with them as collateral security for payment of the note.
The note will be dated [DATE], and due three years from that date with interest at [%] percent and
until the corporation is completed. Third Partner is a partner to a [%] interest in the business.
written.
747
THIRD PARTNER
748
PRE-INCORPORATION DESIGNATION OF
DIRECTORS
BETWEEN: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation


TERMS
4. All the parties to this Pre-Incorporation Agreement shall be the first directors of the corporation
upon its organization, and shall serve as such until their several successors are elected and qualify
pursuant to the bylaws of the corporation. The first directors shall [serve without remuneration or
each receive the sum of [AMOUNT] for each meeting of the board, regular or special, actually
attended or as the case may be].
5. [Name], one of the first directors of the corporation, shall serve as its general manager until [his or
her] successor is duly selected and qualified, shall perform all services required of [him or her] in the
general management and operation of the business of the corporation, and shall receive for such
services as general manager a salary of [AMOUNT] of [month or year].
6. The By-laws shall provide that the officers of the corporation shall consist of a president, a vice-
corporation, who shall take office and serve immediately upon its formation and until duly relieved
749
treasurer; [add other appointees, if any]. Until and unless the board of directors otherwise provides,
President: [AMOUNT]
Vice-president: [AMOUNT]
Secretary-treasurer: [AMOUNT]
Pending specification of the duties of the corporate officers in the By-laws, they shall perform the duties
customarily performed by such officers in similar business corporations.
written.
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PRE-INCORPORATION DESIGNATION OF
DIRECTORS
BETWEEN: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation


TERMS
7. All the parties to this Pre-Incorporation Agreement shall be the first directors of the corporation
upon its organization, and shall serve as such until their several successors are elected and qualify
pursuant to the bylaws of the corporation. The first directors shall [serve without remuneration or
each receive the sum of [AMOUNT] for each meeting of the board, regular or special, actually
attended or as the case may be].
8. [Name], one of the first directors of the corporation, shall serve as its general manager until [his or
her] successor is duly selected and qualified, shall perform all services required of [him or her] in the
general management and operation of the business of the corporation, and shall receive for such
services as general manager a salary of [AMOUNT] of [month or year].
751
9. The By-laws shall provide that the officers of the corporation shall consist of a president, a vice-
corporation, who shall take office and serve immediately upon its formation and until duly relieved
treasurer; [add other appointees, if any]. Until and unless the board of directors otherwise provides,
President: [AMOUNT]
written.
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SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and

AND: [FIRST SHAREHOLDER NAME] (the "First Shareholder"), a corporation organized and
AND: [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), a corporation organized

AND: [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), a corporation organized and
WITNESSETH:
WHEREAS, the present distribution of shares of the Corporation is as follows:
WHEREAS, in order to insure the harmonious and successful management and control of the
Company, and to provide for an orderly and fair disposition of shares of common stock of the Company
now or hereafter owned by any Shareholder;
753
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to
be legally bound, the parties hereby agree as follows:
1. Definitions
"Offering Shareholder" means any Shareholder, or his personal representatives, heirs, administrators,
and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his
Shares to the Company or the Continuing Shareholders.
"Continuing Shareholders" means all Shareholders other than an Offering Shareholder.
"Buyer" means the Company or those Continuing Shareholders who purchase an Offering
Shareholder's Shares pursuant to this Agreement.
2. Purchase for Investment
Each Shareholder represents and warrants that he is acquiring and has acquired his Shares for his own
account for investment and not with a view to, or for resale in connection with, any distribution thereof
or with any present intent of selling any portion thereof.
3. Transfers of Shares
A Shareholder may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or
otherwise dispose of any Shares except pursuant to this Agreement.
3.1. Transfers to the Company
Notwithstanding anything to the contrary contained in this Agreement, a Shareholder may give, sell,
transfer or otherwise dispose of all or any of his Shares to the Company at such price and on such terms
and conditions as such Shareholder and the Board of Directors of the Company may agree.
754
3.2. Transfer to Others
Except as provided for in Paragraph 3.1 above, a Shareholder desiring to dispose of some or all of his
Shares may do so only pursuant to a bona fide offer to purchase (the "Offer") and after compliance with
the following provisions. Such Shareholder shall first give written notice to the Company and the other
Shareholders of his intention to dispose of his Shares, identifying the number of Shares he desires to
dispose of, the proposed purchase price per Share and the name of the proposed purchaser and attaching
an exact copy of the Offer received by such Shareholder.
3.3. The Company's Right to Purchase
The Company shall have the exclusive right to purchase all of the Shares which the Offering Shareholder
proposes to sell at the proposed purchase price per Share. The Company shall exercise this right to
purchase by giving written notice to the Offering Shareholder (with a copy thereof to each of the
Continuing Shareholders) within [NUMBER] days after receipt of the notice from the Offering
Shareholder (the "[NUMBER] Day Period") that the Company elects to purchase the Shares subject to
the Offer and setting forth a date and time for closing which shall be not later than [NUMBER] days
after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall
deliver to the Company certificates representing the Shares to be sold, together with stock powers duly
endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any and all liens and
3.4. The Continuing Shareholders Right to Purchase
Shareholders shall have the right for an additional period of [NUMBER] days (the "Additional
[NUMBER] Day Period") commencing at the expiration of the [NUMBER] Day Period to purchase
the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share.
The Continuing Shareholders shall exercise this right to purchase by giving written notice to the
Offering Shareholder prior to the expiration of the Additional [NUMBER] Day Period that they elect
to purchase his Shares and setting forth a date and time for closing which shall be not later than
[NUMBER] days after the expiration of the Additional [NUMBER] Day Period. Any purchase of
Shares by all or some of the Continuing Shareholders shall be made in such proportion as they might
agree among themselves or, in the absence of any such agreement, pro rata in proportion to their
ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such
offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares
which the Offering Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall
755
deliver to Buyer certificates representing the Shares to be sold, together with stock powers duly endorsed
in blank. Said Shares shall be delivered by the offering Shareholder free and clear of any and all liens and
3.5. Performance of Acceptance
When exercising the rights granted in Paragraphs 3.2 hereof, Buyer must elect to purchase all Shares
which the Offering Shareholder proposes to sell for the price and upon the same terms for payment of
the price as are set forth in the Offer; provided, however, that if said offer received by the Offering
Shareholder shall provide for any act or action to be done or performed by the party making such Offer
at any time before or within [NUMBER] days after the last day for exercise of Buyer's right to purchase
pursuant to Paragraphs 3.2 hereof, then the Buyer shall be deemed to have complied with the terms and
conditions of such Offer if Buyer does or performs such act or action within [NUMBER] days after the
last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3.2 hereof.
3.6. Sale to Third Party
If either the Company or some or all of the Continuing Shareholders do not elect to purchase all of the
Shares which the Offering Shareholder proposes to sell, the Offering Shareholder may accept the Offer
which the Offering Shareholder mailed with his notice to the Company pursuant to Paragraph 3.2
hereof and transfer all (but not less than all) of the Shares which he proposes to sell pursuant thereto on
the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall
be bound by this Agreement, and further provided that if such sale is not completed within [NUMBER]
days after the date notice is received by the Company under Paragraph 3.2 hereof, all such Shares shall
again become subject to the restrictions and provisions of this Agreement.
3.7. Right of Co-Sale
Notwithstanding any other provision hereof, in the event the Offering Shareholder receives an Offer
from an unaffiliated third party (the "Offeror") to purchase from such Shareholder not less than [%] of
the Shares owned by such Shareholder and such Shareholder intends to accept such Offer, the Offering
Shareholder shall, after complying with the provisions of Paragraph 3.2 above and before accepting such
Offer, forward a copy of such Offer to the Company and each of the Continuing Shareholders. The
Offering Shareholder shall not sell any such Shares to the Offeror unless the terms of the Offer are
extended by the Offeror to the Continuing Shareholders pro rata in proportion to their ownership of
Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such Offer. The
Continuing Shareholders shall have [NUMBER] days from the date of the foregoing Offer to accept
such Offer.
756
First Shareholder, Second Shareholder and Third Shareholder may each during their lifetimes transfer
all, hut not less than all, of their Shares to said Shareholder's spouse or a lineal descendant of such
Shareholder, so long as prior to such transfer (i) such person, the Company, and all the Shareholders
amend this Agreement to the reasonable satisfaction of such person, the Company and all the
Shareholders to provide the parties to this Agreement with the rights, remedies and effect provided in
this Agreement as if no such transfer had occurred, and (ii) the proposed transferee agrees in a writing
satisfactory to the Company and all Shareholders that such person shall vote for First Shareholder,
Second Shareholder and Third Shareholder (or their nominees) as directors of the Company and shall
be bound by all the terms and conditions of this Agreement.
f. Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or
exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange,
any (i) shares of Common Stock or any other equity security of the Company which is
convertible into Common Stock or any other equity security of the Company, (ii) any debt
security of the Company which is convertible into Common Stock or any other equity security
of the Company, or (iii) any option, warrant or other right to subscribe for, purchase or
otherwise acquire any equity security or any such debt security of the Company, unless in each
case the Company shall have first offered to sell to each Shareholder, pro rata in proportion to
such Shareholder's then ownership of Shares of the Company, such securities (the "Offered
Securities") (and to sell thereto such Offered Securities not subscribed for by the other
Shareholders as hereinafter provided), at a price and on such other terms as shall have been
specified by the Company in writing delivered to such Shareholder (the "Stock Offer"), which
Stock Offer by its terms shall remain open and irrevocable for a period of [NUMBER] days
(subject to extension pursuant to the last sentence of subsection (b) below) from the date it is
delivered by the Company to the Shareholder.
g. Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be
evidenced by a writing signed by such Shareholder and delivered to the Company prior to the
end of the [NUMBER]-day period of such Stock Offer, setting forth such portion of the
Offered Securities as such Shareholder elects to purchase (the "Notice of Acceptance"). If any
Shareholder shall subscribe for less than his pro rata share of the Offered Securities to be sold,
the other subscribing Shareholders shall be entitled to purchase the balance of that Shareholder's
pro rata share in the same proportion in which they were entitled to purchase the Offered
Securities in the first instance (excluding for such purposes such Shareholder), provided any
such other Shareholder elected by a Notice of Acceptance to purchase all of his pro rata share of
757
the Offered Securities. The Company shall notify each Shareholder within [NUMBER] days
following the expiration of the [NUMBER]-day period described above of the amount of
Offered Securities which each Shareholder may purchase pursuant to the foregoing sentence,
and each Shareholder shall then have [NUMBER] days from the delivery of such notice to
indicate such additional amount, if any, that such Shareholder wishes to purchase.
h. In the event that Notices of Acceptance are not given by the Shareholders in respect of all the
Offered Securities, the Company shall have [NUMBER] days from the expiration of the
foregoing [NUMBER]-day or [NUMBER]-day period, whichever is applicable, to sell all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by the
Shareholders (the "Refused Securities") to any other person or persons, but only upon terms and
conditions in all respects, including, without limitation, unit price and interest rates, which are
no more favorable, in the aggregate, to such other person or persons or less favorable to the
Company than those set forth in the Stock Offer. Upon the closing, which shall include full
payment to the Company, of the sale to such other person or persons of all the Refused
Securities, the Shareholders shall purchase from the Company, and the Company shall sell to
the Shareholders the Offered Securities in respect of which Notices of Acceptance were
delivered to the Company by the Shareholders, at the terms specified in the Stock Offer.
i. In each case, any Offered Securities not purchased by the Shareholders or other person or
persons in accordance with Section 4(c) may not be sold or otherwise disposed of until they are
again offered to the Shareholders under the procedures specified in Sections 4(a), (b) and (c).
j. The rights of the Shareholders under this Section 4 shall not apply to the following securities
(the "Excluded Securities"):
i. Any (A) shares of Common Stock or any other equity security of the Company which is
convertible into Common Stock or any other equity security of the Company, (B) debt
security of the Company which is convertible into Common Stock or any other equity
security of the Company, or (C) option, warrant or other right to subscribe for, purchase
or otherwise acquire any equity security or any such debt security of the Company
(collectively, an "Equity Security") if the issuance of such Equity Security does not alter
the respective proportions of ownership (on a fully diluted basis) by First Shareholder,
Second Shareholder and Third Shareholder, as among themselves, of Equity Securities
immediately prior to the issuance of such Equity Security;
758
ii. Common Stock issued as a stock dividend or upon any stock split or other subdivision or
combination of the outstanding shares of Common Stock;
iii. Securities issued pursuant to the acquisition by the Company of another corporation to
the stockholders of such other corporation by merger or purchase of substantially all of
the assets whereby the Company owns not less than [%] of the voting power of such other
corporation; and
5. Sale Or Redemption Upon Termination of Employment, Disability Or Death
Upon the termination of a Management Shareholder's employment or other relationship with the
Company (including without limitation, any position as an officer, director, consultant, joint venturer,
independent contractor, or promoter to or of the Company) for whatever reason, the Disability (as
defined below) of a Management Shareholder, or the death of a Management or Nonmanagement
Shareholder (any such event hereinafter a "Triggering Event"), such Shareholder (or his heirs, executors,
guardian or personal representative) within [NUMBER] days after the Triggering Event shall offer to
sell all, but not less than all, of the Shares owned by the Shareholder. Each offer shall be made to the
Company in writing and shall exist for a period of [NUMBER] days after such offer has been received
by the Company. If the Company fails to purchase all of the Shares offered, the offer to sell shall be
made in writing to all of the Continuing Shareholders in such proportion as the Continuing
Shareholders may agree among themselves, or in the absence of agreement, pro rata in proportion to
their then ownership of Shares of the Company (excluding the Offering Shareholder's (Shares), and shall
exist for a period of [NUMBER] days after the offer has been received by all of the Continuing
Shareholders. For purposes of this Agreement, "Disability" of a particular person means the inability,
due to a physical or mental condition, of such person to maintain his employment or other relationship
with the Company (including without limitation, fulfilling his duties in any position as an officer,
director, consultant, joint venturer, independent contractor, or promoter to or of the Company) or to
conduct his normal daily activities on behalf of the Corporation for any [NUMBER] consecutive
month period.
6. Purchase Price
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The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be determined as
follows:
c. The Company or the Continuing Shareholders, as the case may be, within [NUMBER] days
after receipt of any offer referred to in Paragraph 5 above, shall notify the Offering Shareholder
of the price at which the Company or the Continuing Shareholders, are willing to purchase the
Shares.
d. In the event the Offering Shareholder objects to the purchase price established in accordance
with Paragraph 6(a) above, the Offering Shareholder shall have the right to solicit offers to buy
the Shares in accordance with the provisions of Paragraph 3.2. The right to solicit offers shall be
subject to the terms and conditions of Section 3.2 and 3.3 hereof, including without limitation, ©
the rights of first refusal and co-sale and the period during which any right of first refusal must C
be exercised but shall not be subject to the [NUMBER] day period referred to in Paragraph 3.2 o
of this Agreement. p
y
7. Payment of Purchase Price r
i
g
The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be paid at the closing h
of the sale. t
E
8. Put and Call Options n
v
i
8.1. Put and Call Options s
i
Each Shareholder shall have the right and option upon the written declaration (a "Declaration") by such o
Shareholder to the other Shareholders and the Company of the occurrence of an "impasse" (as defined n
below) to sell to the Continuing Shareholders all of his Shares, and the Continuing Shareholders shall C
have the obligation to either (i) purchase all of such Shares owned by the offering Shareholder in such o
proportion as the Continuing Shareholders may agree upon, and if they cannot so agree, pro rata in r
proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's p
Shares) or (ii) if the Continuing Shareholders are unable or unwilling to purchase all of the Shares owned o
by the Offering Shareholder, sell all of their Shares to the Offering Shareholder, and the Offering r
Shareholder shall have the obligation to buy such Shares. a
t
8.2. Impasse
i
o
n
760
.
2
0
An "impasse" shall be conclusively evidenced by (i) either First Shareholder, Second Shareholder or
Third Shareholder or their respective representative, voting opposite the others at a vote at a shareholders
meeting or at a vote at a meeting of the Board of Directors of the Company (or failing to attend such
meetings upon due notice if such failure results in the lack of a quorum making such vote impossible),
which vote is on a material issue, not in the ordinary course of business, and affecting the business, assets
or operations of the Company, including, but not limited to, a proposal to merge, liquidate, consolidate
or dissolve the Company, or to sell, lease or dispose of all or substantially all of the assets of the Company
or to amend the substantive provisions of the Company's bylaws or articles of incorporation, or to issue
or redeem stock, or to declare dividends of any kind, and (ii) either First Shareholder, Second
Shareholder or Third Shareholder notifying the others and the Company and any other Shareholders
within [NUMBER] days after such meeting, proposed meeting or vote than an "impasse" has occurred.
The put and call rights granted to each Shareholder under this Paragraph 8 are independent of the other
rights granted to the Shareholders and the Company under the other terms of this Agreement and such
rights are not mutually exclusive or inconsistent.
8.3. Exercise of Option
The Continuing Shareholders shall exercise any option provided for in this Paragraph 8 within
[NUMBER] days after receipt of a declaration. Any closing of the sale of Shares pursuant to such
exercise shall occur within [NUMBER] days after receipt of a Declaration.
8.4. Purchase Price
Any purchase or sale of Shares sold pursuant to this Paragraph 8 shall be at the price as set forth in the
Declaration delivered by the Shareholder exercising his right to sell his shares and shall be paid at the
closing of the sale of the Shares.
9. Rights Upon Registration
In the event that the Company shall register or qualify any or all of the common stock of the Company
under the [CODE OR LAW], as amended (or any similar statute then in force), on an appropriate
registration statement, the Company shall give the Shareholders written notice thereof, and upon
written request of a Shareholder, received by the Company not later than [NUMBER] days after receipt
by the Shareholder of such notice, the Company will include in the registration statement filed by the
Company with the Securities and Exchange Commission all Shares held by such Shareholder with
respect to which the Shareholder shall have so requested registration.
761
10. Agreement Binding on All Persons Interested in Shares
Each person who now or hereafter acquires any legal or equitable interest in any Shares shall be bound
by the terms of this Agreement. No issuance or transfer of Shares shall be effective and the Company
shall not enter any issue or transfer upon the stock books of the Company or issue a certificate in the
name of any person unless the Company is satisfied that such person is, and in a manner satisfactory to
the Company has acknowledged being, bound by this Agreement.
11. Closing
Except as otherwise agreed to or expressly provided for herein, closing pursuant to the exercise of a right
to purchase or sell Shares pursuant to this Agreement shall be held at the principal executive offices of
the Company.
12. Entry of Legend Upon Stock Certificates
The following legend shall be immediately entered on each stock certificate representing Shares owned
by the Shareholders:
"The gift, sale, mortgage, pledge, hypothecation or other encumbering or transfer of the shares of the
capital stock represented by this certificate is restricted in accordance with the terms and conditions of
a Shareholders Agreement dated [DATE], a copy of which is on file at the principal executive offices of
the Company. Said Shareholders Agreement restricts the ability of the Shareholder to sell, give, pledge,
bequeath or otherwise transfer or dispose of this stock certificate and the shares of capital stock
represented by it."
13. After Acquired Shares - Subsequent Shareholders
762
The terms and conditions of this Agreement shall specifically apply not only to Shares owned by
Shareholders at the time of execution of this Agreement, but also to any Shares acquired by any
Shareholder subsequent to such execution.
14. Board of Directors
At each election of the Board of Directors of the Company, the Shareholders shall vote their Shares to
elect three directors of the Company, one director being First Shareholder, or his nominee, one director
being Second Shareholder, or his nominee, and one director being Third Shareholder, or his nominee.
15. Community and Marital Property Laws
Notwithstanding anything to the contrary contained herein, the following terms shall control to the
extent community property laws or other marital property laws apply to the Shares of any Shareholder:
15.1. Lifetime Transfers
The provisions of this Agreement regarding restrictions against the transfer of Shares shall apply to any
interest of the spouse of any Shareholder in such Shares (said spouse is hereinafter referred to as a
"Spouse").
15.2. Transfers Upon Death of Spouse
If the Spouse of a Shareholder predeceases such Shareholder and has failed to bequeath to such
Shareholder the deceased Spouse's entire marital property interest, if any, in the Shares held by the
Shareholder, or if the Spouse of a Shareholder is adjudicated to be bankrupt or insolvent, or makes an
assignment for the benefit of his or her creditors (collectively referred to herein as an "Event"), then to
the extent necessary to divest the Spouse of any interest in the Shares of such Stockholder, within three
months after the date of the occurrence of the Event, the Shareholder shall have the option to and must
purchase such marital property interest of his or her Spouse or the estate of the deceased Spouse, as the
case may be, in the Shares held by the Shareholder at a price equal to the lesser of either the value of the
spouse's marital property interest in such Shares or the book value of such Shares.
15.3. Marital Dissolution Any decree of dissolution, separate maintenance agreement or other
property settlement between a Shareholder and his or her Spouse shall provide that the entire marital
property interest of the Spouse in the Shares of the Shareholder shall be granted to the Shareholder
as part of the division of the property of the marriage and the Spouse shall release and the Shareholder
763
shall accept any marital property interest of such Spouse in the Shares. If payment for such Shares is
ordered by the Court or demanded by the Spouse, no consideration shall be required, but if the
Shareholder volunteers consideration for said release of interest it shall be no greater than the lesser
of either the value of the Spouse's marital property interest in such Shares or the book value of the
Spouse's marital property interest in such Shares.
15.4. Inclusion of Marital Property
Any purchase of the Shares of a Shareholder pursuant to any provision of this Agreement shall include
without limitation or condition the entire marital property interest of the Spouse of such Shareholder
in the Shares being purchased.
15.5. Determination of Value
Book value and the value of a Spouse's interest in the Shares of a Shareholder for purposes of this
Paragraph 15 shall be determined by the Shareholder. The Company and the other Shareholders shall
not be responsible for the determination of the value of the marital property interest of any Spouse of a
Shareholder, the determination of book value, or the purchase of or payment for such Spouse's marital
property interest in the Shares of a Shareholder.
16. Insurance
The Company may, if it so desires, purchase insurance policies on the life of any Management
Shareholder for the purpose of payment for stock purchases or as key man insurance. If any Shareholder
on whose life the Company owns an insurance policy shall at any time during his lifetime sell all of his
Shares, then that Shareholder shall have the right to purchase from the Company the insurance policy
or policies on his life at the cash surrender value, if any. The Company shall deliver the policy or policies
on the life of such Shareholder upon payment of the cash surrender value, if any, end shall execute any
necessary instruments of transfer and change of beneficiary forms.
17. Pro Rata Allocations
All items of income and loss of the Company shall be assigned pro rata to each day throughout the year.
However, the Shareholders hereby consent to make an election pursuant to Section [NUMBER] of the
[Code OR LAW] or Section [NUMBER] of the [Code OR LAW] in the event that the Board of
Directors determines such elections to be in the best interest of a majority of the Shareholders.
764
18. Subchapter Election
The Company may elect to be taxed as a small business corporation under Subchapter S of the Internal
Revenue Code, as amended from time to time (the "code"), or such other provisions of law as may
hereafter be applicable to such an election, and for state income tax purposes, if available (hereinafter,
an "Election"). Each Shareholder and the Company agree to execute and file the necessary forms for
making and maintaining an Election, and each Shareholder agrees to deliver to the Company the consent
of the spouse of such Shareholder if such consent is required for the Election under any community or
marital property laws or otherwise. The Shareholders and the Company agree that they will take such
other actions as may be deemed necessary or advisable by counsel to the Company to exercise or
maintain the Election.
The Shareholders shall maintain the Election unless the Management Shareholders unanimously agree
otherwise or in the event that the Board of Directors requests that the Shareholders revoke the Election,
in which case the Shareholders shall promptly execute and deliver to the Company such documents as
may be necessary to revoke the Election. None of the Shareholders, without the consent of all of the
Management Shareholders, shall take any action or position, or make any transfer or other disposition
of his shares of the Company which may result in the termination or revocation of the Election. In the
event of an inadvertent termination of the Election as described in Section [NUMBER] of the [Code
OR LAW]or other applicable law, the Shareholders shall agree to make such adjustments as may be
required to continue the Election, as provided in Section [NUMBER] of the [Code OR LAW]
28. Authorization
The Company is authorized to enter into this Agreement by virtue of a resolution of Board of Directors.
29. Notices
Notices and declarations under this Agreement shall be in writing and sent by registered or certified
mail, return receipt requested, postage paid, to the Company at its principal executive offices and to
Shareholders at their last address as shown on the records of the Company or at such other address with
respect to any party hereto as such party shall notify the other Shareholders and the Company in writing
in the manner specified herein.
30. Termination
The rights and obligations of the Company and the Shareholders under this Agreement shall terminate
upon written agreement of all then existing Shareholders or upon the registration or qualification of any
or all of the Common stock of the Company pursuant to Paragraph 9 hereof.
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31. Severability
The various provisions of this Agreement are severable from each other and from the other provisions
of the Agreement, and in the event that any provision in this Agreement shall be held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be fully
effective, operative and enforceable.
32. Free end Clear of Encumbrances
All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and
encumbrances and accompanied by stock powers duly endorsed in blank.
Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, executors, administrators, successors and assigns.
33. Governing Law
[STATE/PROVINCE] without reference to conflict of laws principles except to the extent that the
community or marital property laws of any state would otherwise be applicable to a particular situation,
in which event, such community or marital property laws shall apply to the particular situation.
This instrument contains the entire agreement of the parties and may be changed only by an agreement
in writing signed by the Company and all persons then owning Shares.
766
35. Counterparts
This Agreement may be executed in one or more counterparts each of which shall be deemed an original
and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year
set forth below.
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CONSENT OF SPOUSE
The undersigned being the spouses of Shareholders named in the foregoing Shareholders Agreement
(the "Agreement"), hereby acknowledges that:
7. I have read the foregoing Agreement in its entirety and understand that:
D. Upon the occurrence of certain events as specified in the Agreement, the Company, my spouse,
and the other Shareholders will have the right to and may be obligated to purchase Shares owned
by another Shareholder at a price and on terms and conditions set forth in the Agreement;
E. Any purchase of the Shares of any Shareholder will include his or her entire interest in such
Shares and any community property interest and other marital property interest of the spouse
of such Shareholder; and
F. The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may
have in the Company or any Shares of the Company by virtue of my marriage and confers on
my spouse the right and obligation to purchase any interest I may have in the Company or any
Shares of the Company upon the occurrence of certain events.
8. I hereby approve and agree to be bound to all of the terms of the Agreement and agree that any
interest (community property or otherwise) that I may have in the Company or any Shares of the
Company shall be subject to the terms of this spousal consent and the Agreement.
9. I agree that my spouse may join in any future amendments or modifications to the Agreement
without any notice to me and without any signature, acknowledgment, agreement or consent on
my part.
768
10. I agree that I will transfer or bequeath any interest I may have in the Company or any Shares of the
Company by my will, outright and free of trust to my spouse.
11. I acknowledge that I have been advised and have been encouraged to seek independent counsel of
my own choosing to represent me in matters regarding the Shareholders Agreement and my
execution of this spousal consent.
12. I hereby consent to the Company and my spouse making and maintaining the Subchapter S Election
(if applicable) under the Internal Revenue Code, as amended from time to time.
Signature Signature
Signature
Name – Spouse of Third Shareholder
769
A SAMPLE OF COMPANY RESOLUTIONS.
THE REPUBLIC OF UGANDA
M/S …………………………..
COMPANY RESOLUTION
AT THE GENERAL MEETING of the Company duly convened and held at the Company Office at
Plot 91/97 Seventh Street, Industrial Area on the 8th day of January, 2013 the following persons were
appointed to the Board of Directors of the Company, namely:
1. …………………
2. ……………………………….
THAT ………………………………… be and is hereby appointed the Company Secretary of the Company.
That the Secretary files this resolution with the Registrar of companies.
DATED at Kampala this 8th day of January, 2013.
______________
……………………… CHAIRMAN
770
________________
…………………….… DIRECTOR
DRAWN BY:
Sui Generis & Co- Advocates
Plot 10 Clement Hill Road
P.O. Box 21161
Tel: 341295/6
Fax: 343168
KAMPALA
771
RESOLUTION OF BOARD ALLOTING SHARES
THE COMPANIES ACT CAP. 110
…………………… LIMITED
RESOLUTION OF BOARD ALLOTING SHARES
AT THE BOARD MEETING of the Company held on the 5th day of March, 2013, notice of which
was given to all members entitled to attend was duly given, it was resolved:-
1. That the following ordinary shares be hereby allotted to the following persons respectively, viz:-
i) Nos. 001 to 5000 allotted to ………….. of P. O. Box 23124, Kampala.
ii) Nos. 5001 to 1000 allotted to ……………… of P. O. Box 23124, Kampala.
2. That the Secretary be directed forthwith to file with the Registrar of Companies a return of the
shares allotted by this resolution.
3. That the Secretary be directed to register such persons as the holders of such shares respectively
and issue to them share certificates.
DATED at Kampala this 5th day of March, 2013.
_______________
CHAIRMAN
772
(………………….)
I HEREBY CERTIFY that the above are true extracts of the Minutes of the Board Meeting of the
Company.
_________________
SECRETARY
(……………………………………)
DRAWN BY:
P.O. Box 21161
Tel: 341295/6
Fax: 343168
KAMPALA
773
BOARD RESOLUTION
M/S ………………………. LTD
BOARD RESOLUTION
AT THE BOARD MEETING of the Company held on the 8th day of January, 2013 at the Company
Office at Plot 91/97 7th Street, Industrial Area notice of which was duly given to all members entitled to
attend, it was resolved as follows:-
1. That a foreign and local currency accounts be opened in Bank of Baroda (U) Ltd, Mulwana
Road branch in the names of the Company and the same be operated on behalf of the company by the
following SIGNATORIES, namely:
a) ……………….
b) ………………………
2. That ANY ONE of the above named persons shall be sufficient signatory to the accounts and
the Bank may act on any instructions so given relating to the account, whether the same be overdrawn
or not, or relating to the transactions of the company.
3. That this resolution be filed and registered with the Registrar of Companies.
DATED at Kampala this 6th day of March, 2013.
774
______________
……………………… CHAIRMAN
________________
…………………….… DIRECTOR
DRAWN BY:
P.O. Box 21161
Tel: 341295/6
Fax: 343168
KAMPALA
775
A SAMPLE OF BILL OF SALE
BILL OF SALE
This Bill of Sale (the ”Agreement”) is made and effective [DATE],
BETWEEN: [SELLER NAME] (the “Seller”) , a corporation organized and existing under the laws
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the
For good and valuable consideration, the Seller hereby sells and transfers possession of the following
goods in their present condition and location to the Buyer, and its successors and assigns forever, the
following described goods
[DETAILED LIST OF GOODS].
Seller warrants and represents that he/she has good title to said property, full authority to sell and
transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances,
liabilities and adverse claims, of every nature and description.
Seller further warrants that it shall sully defend, protect, indemnify and save harmless the Buyer and its
lawful successors and assigns from any and all adverse claim, that may be made by any party against said
goods.
776
The Buyer acknowledges examining the goods and buying them "as and where is" completely at the
Buyer's risk and promises not to make any claims against the Seller based upon alleged express or implied
representations, warranties or collateral agreements as to the merchantability of the goods or as to their
fitness for any particular purpose or as to their safe use.
fitness for a particular purpose. Said goods being in their present condition "as is" and "whereis."
Signed, sealed and delivered to the Buyer in the presence of:
BUYER SELLER
777
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A SAMPLE OF A BILL OF SALE WITH ENCUMBRANCES . i
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BILL OF SALE – WITH ENCUMBRANCES t
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This Bill of Sale (the “Agreement”) is made and effective [DATE], s
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BETWEEN: [SELLER NAME] (the “Seller”) , a corporation organized and existing under the laws o
of the [STATE/PROVINCE], with its head office located at: r
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AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the r
[STATE/PROVINCE], with its head office located at: a
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following described goods:
2
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[DETAILED LIST OF GOODS]. 2
.
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The Seller warrants that it owns the goods but stipulates that they are being sold subject to the following l
encumbrance(s) in the following amount(s): l
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[ENCUMBRANCE DESCRIPTION - ENCUMBRANCE AMOUNT].
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BUYER SELLER
779
A CONTRACT FOR MANUFACTURE AND SELL OF GOODS .
CONTRACT FOR THE MANUFACTURE AND SALES OF GOODS
BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws
of [STATE/PRIOVINCE], with its head office located at:
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of
[STATE/PRIOVINCE], with its head office located at:
Seller agrees to manufacture and sell to buyer the following goods:
[describe goods and set forth specifications] (the “goods”).
2. PAYMENT
Buyer agrees to pay for the goods as follows: [%] down within [NUMBER] days after execution of this
agreement; [%] within [NUMBER] days after seller notifies buyer of opportunity to inspect and seller’s
intent to make delivery at expiration of [NUMBER] days from notice; and [%] upon delivery. If seller
should regard its prospect of receiving the last payment insecure, it may demand payment prior to
delivery.
780
3. DELIVERY SCHEDULE
Seller shall commence to manufacture within [NUMBER] weeks following receipt of buyer’s initial
deposit. Subject to the provisions of Section Five, seller will complete such manufacturing and make the
goods available for inspection at seller’s plant not later than [DATE]. If buyer’s inspection discloses
defects or adjustments, seller shall have a reasonable time to correct such defects and make such
adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment
inspection. Seller shall within [NUMBER] days of inspection cause the goods to be appropriately
packaged and shipped to [address], [city], [state/province], or to such other destination specified by
buyer. Seller shall pay all expenses of packaging and preparations for shipment and buyer shall pay all
costs of shipment, including insurance on both seller’s and buyer’s respective interests. ©
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4. EXCUSE FOR NONPERFORMANCE
y
Seller’s obligations under this agreement are accepted subject to strikes, labor troubles (including strikes r
or labor troubles affecting any suppliers of seller), floods, fires, acts of God, accidents, delays, shortage i
of cars, contingencies of transportation and other causes of like or different character beyond the control g
of seller. Impossibility of performance by reason of any legislative, executive or judicial act of any h
governmental authority shall excuse performance of or delay in performance of this agreement. t
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5. WARRANTIES AND LIMITATIONS
i
Seller warrants that the goods shall be delivered free of the rightful claim of any third person by way of s
patent infringement, and if buyer receives notice of any claim of such infringement, it shall, within i
[NUMBER]days, notify seller of such claim. If buyer fails to forward such notice to seller, it shall be o
deem to have released seller from this warranty as to such claim. n
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THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES o
WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. r
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6. ENTIRE AGREEMENT r
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781 .
2
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2
.
The parties agree that this constitutes the entire agreement and there are no further items or provisions,
either oral or otherwise. Buyer agrees that it has not relied upon any representations of seller as to
prospective performance of the goods, but has relied upon its own inspection and investigation of the
subject matter.
written.
SELLER BUYER
782
PARTNERSHIP AGREEMENT
This Partnership Agreement ("Agreement") is made and effective this [Date],
RECITALS
Partners desire to join together for the pursuit of common business goals.
E. Partners have considered various forms of joint business enterprises for their business activities.
F. Partners desire to enter into a partnership agreement as the most advantageous business form
for their mutual purposes.
G. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE
OR ACT].
In consideration of the mutual promises contained in this agreement, partners agree as follows:
1. NAME AND DOMICILE
The name of the partnership shall be [name]. The principal place of business shall be at [address], [city],
[state/province], unless relocated by consent of the partners.
2. Purposes
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in
the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or
incidental to or desirable in connection with the foregoing.
783
3. DURATION OF AGREEMENT
The term of this agreement shall be for [number] years, commencing on [date], and terminating on
[date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of
this agreement.
4. CLASSIFICATION AND PERFORMANCE BY PARTNERS
j. Partners shall be classified as active partners, advisory partners, or estate partners.
k. An active partner may voluntarily become an advisory partner, may be required to become one
dies.
l. If an active partner dies, the partner’s estate will become an estate partner for [number] years. If
m. Only active partners shall have any vote in any partnership matter.
n. At the time of the taking effect of this partnership agreement, all the partners shall be active
o. An active partner, after attaining the age of [age] years, or prior to that age if the [executive
784
p. Any active partner may at any age be required to become an advisory partner at any time if the
the notice.
q. Every active partner shall automatically and without further act become an advisory partner at
r. In the event that an active partner becomes an advisory partner or dies, the partner or the
5. CONTRIBUTION.
785

e. On a date designated by the Partners and approved by Vote of Partners;
f. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the
proceeds thereof;
g. One of the Partners committed an illegal or unapproved action;
h. [OTHER]
786
9. MEETINGS
6.4 Notices
be transacted.
10. AUTHORITY.
or herself.
11. SEPARATE DEBTS
787
13. ACCOUNTING.
rectified.
14. DIVISION OF PROFITS AND LOSSES.
Distribution of profits shall be made on the [day] of [month]each year.
15. ADVANCE DRAWS
16. SALARY
788
17. RETIREMENT
retirement.

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the other partners to the discharge of the indebtedness.
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22. COVENANT AGAINST REVEALING TRADE SECRETS y
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No partner shall, during the continuance of the partnership or for [number] years after its termination i
by any means, divulge to any person not a member of the firm any trade secret or special information g
employed in or conducive to the partnership business and which may come to the partner’s knowledge h
t
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in the course of this partnership, without the consent in writing of the other partners, or of the other
partners’ heirs, administrators, or assigns.
23. ADDITIONAL CONTRIBUTIONS
The partners shall not have to contribute any additional capital to the partnership to that required under
Article Four, except as follows: (1) each partner shall be required to contribute a proportionate share in
additional contributions if the fiscal year closes with an insufficiency in the capital account or profits of
the partnership to meet current expenses; or (2) the capital account falls below [amount] for a period of
[number] months.
24. ARBITRATION
If any differences shall arise between or among the partners as to their rights or liabilities under this
agreement, or under any instrument made in furtherance of the partnership business, the difference shall
be determined and the instrument shall be settled by [name of arbitrator], acting as arbitrator, and the
decision shall be final as to the contents and interpretations of the instrument and as to the proper mode
of carrying the provision into effect.
25. ADDITIONS, ALTERATIONS, OR MODIFICATIONS
26. Notices
overnight delivery services at addresses already specified in this Agreement.
27. Headings
meaning or intent.
28. Governing Law
[State/province].
790
791
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PARTNERSHIP DISSOLUTION AGREEMENT C
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PARTNERSHIP DISSOLUTION AGREEMENT y
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This Partnership Dissolution Agreement ("Agreement") is made and effective this [Date], t
E
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BETWEEN: [SELLING PARTNER NAME] (the "Selling Partner"), a corporation organized v
and existing under the laws of the [STATE/PROVINCE], with its head office located at: i
s
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AND: [PURCHASING PARTNER NAME] (the "Purchasing Partner"), a corporation
n
organized and existing under the laws of the [STATE/PROVINCE], with its head office
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located at:
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RECITALS o
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a
A. The parties are partners in the firm of [name], of [address], [city], [state], established t
for the purpose of [specify], under an agreement dated [date]. i
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B. Pursuant to the terms of the partnership agreement, a buy or sell notice was given by .
Selling Partner to Purchasing Partner. 2
0
0
2
C. The Purchasing Partner has exercised its option to purchase the interest of Selling
.
Partner in and to the partnership business.
A
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In consideration of the matters described above, and of the mutual benefits and obligations set r
forth in this agreement, the parties agree as follows: i
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792 t
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1. SALE OF INTEREST; PURCHASE PRICE
Selling Partner shall sell its [%] interest in the partnership business, including its [%] interest
in all of the furniture, equipment, and furnishings of the business, stock of merchandise,
accounts receivable, moneys, and all of [Selling Partner name’s] right, title, and interest in and
to any and all of the assets of the partnership, to Purchasing Partner for [amount], to be paid
in [number] equal monthly installments, due on the [specify] day of each month, commencing
on [date].
The Purchasing Partner shall and do assume and agrees to pay all of the outstanding debts and
obligations of the partnership business and to perform all of the covenants of the leases on the
premises, and to perform all of the outstanding contracts and agreements required to be
performed by the partnership and agrees to save and hold harmless Selling Partner against any
claim or claims that may arise by reason of such debts, obligations, or covenants, or any other
claims except those specifically mentioned in this agreement.
3. INDEMNIFICATION
The Selling Partner warrants and represents that it has incurred no debts, nor contracted any
obligations, nor incurred any liability in the name of the partnership or for which the
partnership would be liable, other than those debts, obligations, or liabilities as are disclosed
in the partnership books of which Selling Partner has advised the Purchasing Partner. The
Selling Partner agrees to indemnify and save and hold harmless the Purchasing Partner on
account of any claims that may be made against the partnership because of any debt, obligation,
or liability which the Selling Partner incurred in the partnership name or for which the
partnership became liable on account of any of [Selling Partner name’s] actions and of which
Selling Partner failed to inform the Purchasing Partner.
The Purchasing Partner agrees to prepare federal and state partnership income tax returns for
the partnership business from [date] to [date], and to supply Selling Partner with copies. Each
of the parties shall pay their individual income taxes, both federal and state, on the income
received from such partnership business.
793
The general taxes and all other tax obligations shall be considered an obligation of the
partnership and are now assumed by the Purchasing Partner.
6. DISSOLUTION
The partnership existing between the parties under the name of [Partnership name] is
dissolved and this agreement constitutes a full and complete accounting and liquidation of the
partnership business. Except as otherwise reserved in this agreement, Selling Partner
acknowledges that it has no claim or demand of any kind or nature against Purchasing Partner.
Also except as otherwise reserved in this agreement, Purchasing Partner acknowledges that it
has no claim or demand of any kind against Selling Partner.
7. Governing Law
IN WITNESS WHEREOF, the parties hereto have executed this Partnership Dissolution
Agreement as of the date first above written.
794
795
SALES AGENCY AGREEMENT
This Sales Agency Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under
AND: [AGENT NAME] (the "Agent"), a corporation organized and existing under the laws of the
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the
parties hereto agree as follows:
1. RECITALS
a. Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent
for the sale of Principal’s product [if appropriate, add: and other regular-line products and
accessories of Principal] in the following territory: [describe territory].
b. Agent desires to accept such appointment and to perform all the provisions of this
agreement.
796
2. DURATION
The term of the agency created shall be [period of time], beginning [date], unless sooner terminated.
3. AGENT’S BEST EFFORTS
4. NONDISCLOSURE OF PRINCIPAL’S AFFAIRS
Agent agrees to keep confidential such information as Principal may from time to time impart to Agent
regarding Principal’s business affairs and customers. Agent will not, in whole or in part, now or at any
time, disclose such information. ©
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5. ASSIGNMENT OF AGENT’S INVENTIONS p
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Agent agrees, in view of the confidential information regarding Principal’s business affairs, plans and r
necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of i
the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign g
to Principal, or Principal’s successors or assigns, any inventions or improvements Agent may make h
during the agency with Principal that relate to Principal’s product. Agent also will sign any papers and t
do any acts that may be needed to secure to Principal, or Principal’s successors or assigns, any rights E
relating to such inventions and improvements, including patents in [COUNTRY] and foreign n
countries. v
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6. COMMISSIONS i
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a. Agent, during the term of the agreement, shall receive a commission from the sale of
n
Principal’s product [if appropriate, add: and other regular-line products and accessories]
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sold for use in Agent’s territory, whether sold by Agent or by Principal, or others, except as
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provided in this agreement.
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797
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b. Agent’s commission on sales made pursuant to this agreement shall be as follows:
[DESCRIBE].
7. SALES SUBJECT TO COMMISSIONS
This agreement shall apply to business procured at the time of visits to Agent’s territory by Principal’s
superintendent, and also to all business subsequently procured either by Agent, Principal’s
superintendent or other representative of Principal, from customers previously worked within
representative.
798
sales channels.
799

Agent’s account.
800
[treasurer].
801
802
803
product.
34. GOVERNING LAW
written.
PRINCIPAL AGENT
804
805
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: TERMINATION OF DISTRIBUTION AGREEMENT
Upon acceptance of this letter, [DISTRIBUTOR] will immediately cease selling all of [company]
product, and return to [company] any leftover product remaining at [DISTRIBUTOR]’s facilities.
Any unauthorized sale of [company] product after acceptance of the terms of this agreement will
constitute fraud and trademark violations for which [DISTRIBUTOR] shall be fully liable.
Sincerely,
Your name
Your title
Telephone contact
806
ASSIGNMENT OF A CLAIM FOR DAMAGES
This Assignment of a Claim for Damages (the “Assignment”) is made and effective [DATE],
FOR VALUE RECEIVED, the Assignor hereby sells and transfers to the Assignee and its successors,
assigns and personal representatives, any and all claims, demands, and cause or causes of action of any
kind whatsoever which the undersigned has or may have against [name], arising from the following type
claim:
[description]
And the undersigned may in its own name and for its own benefit prosecute, collect, settle, compromise
and grant releases on said claim as it in its sole discretion deems advisable.
IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above
written.
807
ASSIGNOR ASSIGNEE
808
AGREEMENT TO ASSIGN
This Agreement to Assign (the “Agreement”) is made ans effective the [DATE],
BETWEEN: [PROSPECTIVE ASSIGNOR NAME] (the "Prospective Assignor"), a corporation

AND: [PROSPECTIVE ASSIGNEE NAME] (the "Prospective Assignee"), a corporation organized

RECITALS
The parties declare:
C. Prospective Assignor has entered into a lease agreement, as lessor, with [lessee], of [address],
[city], [state], referred to as “lessee.” A copy of the lease agreement, containing a description
of the premises, is attached to this agreement as Exhibit A.
D. Prospective Assignor desires to assign the lease agreement to Prospective Assignee, who will
assume all liabilities and duties as well as all rights of Prospective Assignor pertaining to the
collection of all rents to become due under the lease agreement after the effective date of the
assignment.
3. Prospective Assignor will transfer and assign to Prospective Assignee all right to the
collection of all rents required under the lease agreement provisions in the lease dated [date]
on the premises described as follows: [set forth description contained in lease].
4. The assignment shall become effective on [date], and shall apply to all rents due thereafter
until expiration of the lease agreement term on [date].
written.
809
ASSIGNOR ASSIGNEE
810
ASSIGNMENT OF ASSETS
This Assignment of Assets (the “Assignment”) is made and effective [DATE],
BETWEEN: [STOCKHOLDER NAME] (the "Stockholder"), a corporation organized and

AND: [CORPORATION NAME] (the "Corporation"), a corporation organized and existing under
WHEREAS, on the day of [date], the Corporation was formed by Articles of Incorporation filed with
the Registrar of Companies in and for the [State/Province], and;
Corporation, and;
WHEREAS, Stockholder is desirous of transferring to the Corporation certain assets shown on the
attached Exhibit "A," and the Corporation is desirous of acquiring said assets.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter
entered into, it is agreed as follows:
c. Stockholder does hereby transfer and assign those assets listed on the attached Exhibit "A" to the
Corporation.
811
d. In consideration for said transfer the Corporation issues to Stockholder [number] shares of
stock in the Corporation, with a par value [price] per share.
written.
STOCKHOLDER CORPORATION
812
ASSIGNMENT OF CONTRACT
This Assignment of Contract (the “Assignment”) is made and effective [DATE],
BETWEEN: [ASSIGNOR NAME AND ADDRESS], (the "Assignor"), a corporation organized

AND: [ASSIGNEE NAME AND ADDRESS], (the "Assignee"), a corporation organized and
FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers and sets over to Assignee
all rights, title and interest held by the Assignor in and to the following described contract:
[description]
2. TERMS
a. The Assignor warrants and represents that said contract is in full force and effect and is fully
assignable.
b. The Assignee hereby assumes and agrees to perform all the remaining and executory
obligations of the Assignor under the contract and agrees to indemnify and hold the
813
Assignor harmless from any claim or demand resulting from non-performance by the
Assignee.
c. The Assignee shall be entitled to all monies remaining to be paid under the contract, which
rights are also assigned hereunder.
d. The Assignor warrants that the contract is without modification, and remains on the terms
contained.
e. The Assignor further warrants that it has full right and authority to transfer said contract
and that the contract rights herein transferred are free of lien, encumbrance or adverse claim.
f. This assignment shall be binding upon and inure to the benefit of the parties, their
successors and assigns.
written.
ASSIGNOR ASSIGNEE
814
ASSIGNMENT
This Assignmentis made and effective [DATE],
WITNESSETH, that for valuable consideration in hand paid by the Assignee to the Assignor, receipt
of which is hereby acknowledged, the Assignor hereby assigns and transfers to the Assignee all of his
right, title and interest in and to all [description] set forth in [description] that certain Agreement.
interest by any third party.
The assignment shall be binding upon and inure to the benefit of the parties, and their successors and
assigns.
written.
815
ASSIGNOR ASSIGNEE
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October 18, 2022 r
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Contact Name h
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Address E
Address2 n
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Zip/Postal Code i
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.
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OBJECT: NOTICE OF ASSIGNMENT
You are hereby notified that on [DATE] we have assigned and transferred to [SPECIFY] the following
[SPECIFY] existing between us:
[DESCRIBE]
Please direct any further correspondence (or payments, if applicable) to them at the following address:
[INSERT ADDRESS]
Please contact us should you have any questions, and we thank you for your cooperation.
Sincerely,
Your name
Your title
Telephone contact
817
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BUYING AND SELLING OF SHARES. C
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AGREEMENT OF PURCHASE AND SALE OF i
BUSINESS ASSETS g
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This Agreement of Purchase and Sale (the “Agreement”) is made in two original copies, effective v
[DATE] i
s
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BETWEEN: [VENDOR’S NAME] (the "Vendor"), an individual having is principal place of living n
located at: C
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AND: [PURCHASER’S NAME] (the "Purchaser"), a corporation organized and existing under the p
laws of the [STATE/PROVINCE], with its head office located at: o
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1. SUBJECT-MATTER t
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1.3 The Purchaser agrees to buy and the Vendor agrees to sell to the Purchaser as a going concern all o
the undertaking and assets owned by the Vendor in connection with the [TYPE OF BUSINESS] n
business carried on as [NAME OF BUSINESS] at [ADDRESS] (the "business") including, .
without limiting the generality of the foregoing: 2
0
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f) the furniture, fixtures and equipment more particularly described in Schedule A (the 2
"equipment"); .
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g) all saleable stock in trade (the "stock in trade"); l
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h) all useable parts and supplies (the "parts and supplies"); h
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i) all leasehold interest in the lease held by the Vendor from [NAME OF LANDLORD] (the
"lease");
j) the goodwill of the business together with the exclusive right to the Purchaser to represent itself
as carrying on business in succession to the Vendor and to use the business style of the business
and variations in the business to be carried on by the Purchaser (the "goodwill").
1.4 The following assets are expressly excluded from the purchase and sale:
[LIST EXCLUSIONS, eg cash on hand or on deposit, accounts receivable, book and other debts due
or accruing due].
2. PURCHASE PRICE
2.4 The purchase price payable for the undertaking and assets agreed to be bought and sold is the total
of the amounts computed and allocated as follows:
f) for the equipment - [AMOUNT];
g) for the stock in trade, its direct cost to the Vendor;
h) for the parts and supplies, their direct cost to the Vendor;
i) for the goodwill - [AMOUNT];
j) for all other assets agreed to be bought and sold.
2.5 The purchase price for the stock in trade shall be established by an inventory taken and valued
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satisfactory to the Purchaser of the direct cost to the Vendor of items included in stock in trade.
The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably
considers unsaleable by reason of defect in quality or in respect of which the Purchaser is not
reasonably satisfied as to proof of direct cost.
2.6 The purchase price for the parts and supplies shall be established by an inventory taken and valued
satisfactory to the Purchaser of the direct cost to the Vendor of items included in the parts and
supplies. The Purchaser may exclude from the purchase and sale any items which the Purchaser
reasonably considers unusable or in respect of which the Purchaser is not reasonably satisfied as
to proof of direct cost.
3. TERMS OF PAYMENT
3.4 The Vendor acknowledges receiving a check for [AMOUNT] from the Purchaser on execution
of this agreement to be held as a deposit by the Vendor on account of the purchase price of the
undertaking and assets agreed to be bought and sold and as security for the Purchaser's due
performance of this agreement.
3.5 The balance of the purchase price for the undertaking and assets agreed to be bought and sold
shall be paid, subject to adjustments, by certified check on closing.
3.6 The balance of the purchase price due on closing shall be specially adjusted for all prepaid and
assumed operating expenses of the business including but not limited to rent and utilities.
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h) that the Purchaser obtain financing on terms satisfactory to it to complete the purchase;
i) that the carrying on of the business at its present location is not prohibited by land use
restrictions;
j) that the lessor of the lease consents to its assignment to the Purchaser;
k) that the Purchaser obtain all the permits and licenses required for it to carry on the business;
l) that the Vendor supply or deliver on closing all of the closing documents;
m) that the premises shall be in the same condition, reasonable wear and tear expected, on the
date of passing as they are currently in;
n) that the execution of this agreement has been duly authorized by Seller’s board of directors.
k) the Vendor is a resident of [COUNTRY] within the meaning of the Income Tax Act of
[COUNTRY];
l) the Vendor owns and has the right to sell the items listed in Schedule A;
m) the assets agreed to be bought and sold are sold free and clear of all liens, encumbrances and
charges;
n) the equipment is in good operating condition;
o) until the closing date of this agreement, Vendor shall not, without the written consent of
Purchaser, dispose of or encumber any of the assets or property to be sold hereunder, with the
exception of any transactions occurring in the ordinary course of Vendor’s business. The
821
undertaking and assets agreed to be bought and sold will not be adversely affected in any material
respect in any way, and Vendor will not do anything before or after closing to prejudice the
goodwill;
p) the financial statements for the business produced by the Vendor and appended as Schedule B
are fair and accurate, and prepared in accordance with generally accepted accounting principles.
q) the lease is in good standing and the Vendor has fulfilled all of its obligations under the lease;
r) the Vendor has made full and fair disclosure in all material respects of any matter that could
reasonably be expected to affect the Purchaser's decision to purchase the undertaking and assets
agreed to be ought and sold on the terms set out this agreement;
s) the Vendor will execute such assignments, consents, clearances or assurances after closing,
t) Vendor agrees to disclose to Purchaser not later than [NUMBER] days after the closing date,
all trade secrets, customer lists, and technical information held or controlled by Vendor and
relating to the business sold hereunder.
5. RISK
5.3 The risk of loss or damage to the undertaking and assets agreed to be bought and sold remains
with the Vendor until closing.
5.4 In the event of loss or damage to the tangible assets agreed to be bought and sold prior to closing,
at the option of the Purchaser, the replacement cost of the assets lost or damaged or any of them
may be deducted from the total purchase price otherwise payable by the Purchaser under this
agreement and the corresponding lost or damaged assets shall be excluded from the purchase and
sale.
6. SALES TAXES
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6.3 The Purchaser shall pay any and all sales taxes payable in respect of the purchase and sale of assets
pursuant to this agreement.
6.4 The Vendor shall pay all sales taxes payable or collectible in connection with carrying on the
business up to closing and obtain and supply the Purchaser with satisfactory proof of payment
within a reasonable time of closing.
7. NON-COMPETITION
8. BULK SALES
8.2 This agreement shall be completed and the Vendor agrees to comply with any applicable laws
governing the sale in bulk of the stock in trade or of any of the other assets pursuant to this
agreement.
or before closing:
g) duplicate, properly executed Bills of Sale of the equipment, stock in trade and parts and supplies
together with evidence satisfactory to the Purchaser that the sale complies with any laws
governing the sale in bulk of the stock in trade or of the sale of any of the other assets pursuant
to this agreement;
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h) a statutory declaration that the Vendor is a resident of [COUNTRY] within the meaning of the
i) all records and financial data, including but not limited to any lists of customers and suppliers,
relevant to the continuation of the business by the Purchaser;
j) a duly executed notice in proper form revoking any registration of the style of the business under
any business name registration law;
k) an executed assignment of the lease to the Purchaser endorsed with the lessor's consent to the
assignment;
l) such other assignments, consents, clearances or assurances as the Purchaser reasonably considers
agreement.
CLOSING DATE
10. MISCELLANEOUS
11.10 If any provision or part of any provision in this agreement is void for any reason, it shall be
severed without affecting the validity of the balance of the agreement.
11.13 This agreement binds and benefits the parties and their respective heirs, executors,
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11.14 This agreement is governed by the laws of the State/Province of [STATE/PROVINCE].
11. ACCEPTANCE
Executed under seal on [DATE].
VENDOR PURCHASER
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AGREEMENT OF PURCHASE AND SALE OF SHARES
BY ANOTHER STOCKHOLDER OR BY THE
CORPORATION
This Agreement of Purchase and Sale of Shares (the “Agreement”), is made and effective [DATE],
BETWEEN: [STOCKHOLDER 1 NAME] an individual having is principal place of living located

at:
[ADDRESS]
[STOCKHOLDER 2 NAME] an individual having is principal place of living located at:
[ADDRESS]
Hereinafter separately referred to as "Stockholder", and jointly as "Stockholders"
AND: [COMPANY NAME] (the "Corporation"), a corporation organized and existing under the
[ADDRESS]
WITNESSETH:
WHEREAS, the Stockholders together own [%] of the outstanding shares of capital stock of the
Corporation, and
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WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at [VALUE] par
share, of the Corporation now owned or hereafter acquired by the parties, and
WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation,
and it is contemplated that success or failure of the corporate enterprise will at all times depend in large
measure on the personal abilities of the Stockholders, and
WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares
of the Corporation, and
WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another
Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the
purchase by the Corporation of the stock of a deceased party.
IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set
forth, as follows:
1. Restriction During Life
No stockholder shall transfer or encumber any of his shares of capital stock of the Corporation during
his lifetime to any person, firm or corporation, without the consent of the Corporation and the other
Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to ©
also as the "Transferor") shall have first made the offer hereinafter described and such offer shall not have C
been accepted. o
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a) Offer by the Transferor r
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The offer shall be given pro rata initially to the other Stockholder(s) and shall consist of an offer to sell
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or encumber all of the shares of the capital stock of the Corporation owned by the Transferor, to which
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shall be attached a statement of intention to transfer, the name and address of such prospective
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transferee, the number of shares of capital stock involved, and the terms of such transfer or
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encumbrance.
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b) Acceptance of Offer
Within [NUMBER] days after the receipt of such offer the other Stockholder(s) may, at their option,
elect to accept the offer. If such offer is not accepted by the other Stockholder(s), the Corporation may
within [NUMBER] days after the rejection of such offer, at its option, elect to accept the offer. The
Corporation shall exercise its election to purchase by giving notice thereof to the Transferor and to the
other Stockholder(s). The other Stockholder(s) shall exercise the election to purchase by giving notice
thereof to the Transferor and to the Corporation. In either event, the notice shall specify a date for the
closing of the transaction, which shall not be more than [NUMBER] days after the date of the giving of
such notice.
c) Purchase Price
The purchase price for, or the consideration for the encumbrance of the shares of the capital stock of
the Corporation owned by the Transferor shall be set forth in paragraph 3 hereof.
d) Closing of Transaction
The closing of the transaction shall take place at the principal office of the Corporation. The
consideration shall be paid as provided for in paragraph 3 hereof. Certificates for all shares sold or
encumbered hereunder, property endorsed to Corporation or to the purchasing Stockholder, as the case
may be, shall be delivered by transferor not later than the date of closing.
e) Release from Restriction
If the offer is neither accepted by the Corporation nor by the other Stockholder(s), the Transferor may
make a bona fide transfer to the prospective transferee named in the statement attached to the offer,
such transfer to be made only in strict accordance with the terms therein stated. However, if the
Transferor shall fail to make such transfer within [NUMBER] days following the expiration of the
election period by the other Stockholder(s), such shares of capital stock shall again become subject to all
of the restrictions of this Agreement, provided, however, that nothing contained herein shall be
construed as releasing any shares of this Corporation from any restriction or requirement of law
concerning transfer of such shares.
f) Termination of Employment
828
Any Stockholder whose employment in any capacity with the company or its subsidiaries terminates for
any reason whatsoever, voluntarily or involuntarily, shall be considered as of the date of such
termination of employment to have made an offer of all of his shares of stock subject to the terms of this
Agreement, at the purchase price stated in paragraph 3 hereof.
g) Subchapter "S" Election
If at the time of a transfer of stock permitted hereunder, the Corporation then is an "S" corporation, the
transferee and new stockholder shall be required to consent in writing not to revoke such "S" election ©
without the unanimous approval of all other stockholders. C
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2. Purchase Upon Death y
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Upon the death of a Stockholder (hereinafter referred to as Decedent), all of the shares of the capital i
tock of the Corporation owned by him, and to which he or his estate shall be entitled, shall be sold and g
purchased as hereinafter provided: h
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a) Obligation of the Corporation to Purchase n
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It shall be for the Corporation to purchase from the Decedent's Personal Representative, and the
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Decedent's Personal Representative shall be obligated to sell to the Corporation, all of the shares of the
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capital stock of the Corporation owned by the Decedent and to which the Decedent or his Personal
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Representative shall be entitled, at the price set forth in paragraph 3 hereof.
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b) Closing o
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The closing of such purchase and sale shall take place at the offices of the Corporation, at a date selected
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by the Corporation upon [NUMBER] days notice to the Transferor which date shall be not more than
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[NUMBER] days following the date of the qualification of the Personal Representative and not less
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than [NUMBER] days following such date.
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c) Insurance o
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To insure or partially insure its obligation under this Agreement to purchase from the estate of a
deceased Stockholder the shares owned by him prior to his death, the Corporation shall have the option
to purchase policies of insurance covering the lives of each Stockholder in any amount deemed desirable.
In the event any Stockholder ceases to be a Stockholder of the Corporation, the Corporation shall
terminate any such insurance on such Stockholder's life and in the event any Stockholder increases his
holdings of the shares of the Corporation, the Corporation shall procure and maintain, if so desired by
it, additional insurance on the life of such Stockholder proportionate to the increase in the holdings of
such Stockholder.
If the corporation shall receive any proceeds of any policy on the life of the Decedent, such proceeds
shall be used by the Corporation to pay the Decedent's Personal Representative to the extent of the
purchase price of the Decedent's stock, such payment to be deemed made on account of such purchase
price.
d) Balance of Purchase Price
If the amount of any insurance proceeds is insufficient to pay the purchase price of any Decedent's
shares, then the balance of the purchase price remaining after credit for any insurance proceeds shall be
payable as follows: [%] of the balance due to be paid shall be paid in cash, and the balance shall be
represented by a promissory note executed by the purchaser payable in [NUMBER] installments, which
note shall be secured by the stock of the deceased Stockholder.
e) "S" Election
If the corporation is an "S" corporation at the time of the transfer and sale of its stock, the transferee and
new stockholder shall be required to consent in writing not to revoke such "S" election without the
unanimous approval of all other stockholders. Such written consent shall be submitted prior to the
delivery of the shares to the transferee.
3. Consideration
Unless the parties agree to another price in writing, the price for each share of capital stock to be sold
under this Agreement shall be equal to its fair market value as an on-going business concern as
determined in the sole discretion of the company's Certified Public Accountant, (CPA) and such
determination by the CPA shall be binding and conclusive upon the parties hereto.
830
Unless the parties agree otherwise, the purchase price shall be paid as follows:
iv. [%] of the amount determined to be due as the price to be paid at the closing in
addition to any insurance proceeds and the balance to be payable by the
execution of a promissory note in such amount to be repaid in [number]
installments, such note to be secured by the stock being sold.
v. The promissory note shall bear interest until paid in full at the prime rate as
determined from time to time by [BANK NAME] or any other bank as
determined by and agreed upon by the Stockholders.
vi. In the event that suit shall be required to collect on the promissory notes above
referred to, then in such event, the defaulting Stockholder or the Corporation
shall pay for attorney fees, and courts costs, incurred in such action.
4. Limitation on Stockholder's Right to Pledge Stock
The restrictions of paragraph 1 above shall not apply to encumbrances as collateral for a note or notes
in favor of the company or any one or more of the other Stockholders or in favor of a recognized lending
institution, but only if the proceeds of such loan are used in their entirety to purchase shares of the
Corporation and the borrowing Stockholder delivers to the Corporation and the other Stockholder(s)
the written commitment of the lender, in form acceptable to the Corporation that such lender will not
dispose of such shares without first affording the Corporation and the other Stockholder(s) the right for
a period of [NUMBER] days to purchase shares at a price satisfactory to the Corporation and the other
Stockholder(s).
5. Corporate Restrictions After Purchase
So long as any part of the purchase price of shares of capital stock sold in accordance with this Agreement
remains unpaid, the Corporation shall not:
831
vii. declare or pay dividends on its capital stock;
viii. reorganize its capital structure;
ix. merge or consolidate with any other corporation, or sell any of its assets except in the regular
course of business;
x. increase the salary of any officer or executive employee of the Corporation;
xi. allow any of its obligations to become in default; or
xii. allow any judgments against the Corporation or any liens against the Corporation's property
to remain unsatisfied.
So long as any part of such purchase price remains unpaid, the Transferor, or the Personal
Representative of the Decedent shall have the right to examine the books and records of the Corporation
from time to time and to receive copies of all accounting reports and tax returns prepared for the
Corporation. If the Corporation breaches any of its obligations under this paragraph, the Transferor or
the Personal Representative, in addition to any other remedies available, may elect to declare the entire
unpaid purchase price due and payable forthwith.
6. Purchase By Stockholder
Whenever a Stockholder purchases shares of capital stock under this Agreement, such purchaser (unless
he shall have paid the entire purchase price in cash) shall, following the delivery of the purchased stock,
endorse the new certificates of stock issued to such purchaser, and deliver the same to the Seller as
collateral security for the payment of the unpaid purchase price; and such capital stock shall be so held
until the entire purchase price shall be paid. While such capital shall be so held as collateral security and
so long as the Purchaser is not in default, the Purchaser shall be entitled to all voting rights with respect
thereto. Dividends paid shall be applied to the indebtedness.
7. Purchase By Corporation
Whenever the Corporation shall, pursuant to this Agreement, be required to purchase shares of the
capital stock of the Corporation, the Stockholders and the Personal Representative of any Decedent
shall do all things and execute and deliver all papers as may be necessary to consummate such purchase.
Any note required to be given hereunder by the Corporation as part of the purchase price shall be
endorsed and guaranteed by the remaining or surviving Stockholders, who shall not be discharged from
832
such liability by reason of the subsequent extension, modification or renewal of any such note. Until all
amounts due are paid, the stock certificates shall be delivered to Seller.
8. Endorsement On Stock Certificates
Each certificate representing shares of capital stock of the Corporation now or hereafter held by the
Stockholders shall contain with a legend insubstantially the following form: "The transfer or
encumbrance of the shares of stock represented by the within certificate is restricted under the terms of
an Agreement dated [DATE] a copy of which is on file at the Corporation office."
9. Value of Purchase Price for Tax Purposes
It is understood that the purchase price, determined as set forth hereinabove, shall be the value of the
purchased shares for all tax purposes. In the event such value is later increased by any federal or state
taxing authority, any tax liability resulting from such increase shall be borne by the selling Stockholder
or his Personal Representative, as the case may be.
10. Amendments
This Agreement may be amended or altered by execution of a written agreement authorized by

corporate resolution and signed by all the parties hereto.
11. Notices
Any and all notices, designations, consents, offers, acceptances, or any other communication provided
for herein, shall be given in writing by registered or certified mail addressed, in the case of the
Stockholders, to his address appearing on the stock books of the Corporation, or to his residence, or to
such other address as may be designated by him, and in the case of the Corporation, to the principal
office of the Corporation, postage prepaid, by United States Mail, and shall be considered to have been
delivered on the [DAY] day following the date stamped by the post office.
12. Invalid Provision
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The invalidity or unenforceability of any particular provision of this Agreement shall not affect the
other provisions hereof and the Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
13. Modification
It is understood between the parties that this Agreement contains the entire understanding of the parties
and no change or modification of this Agreement shall be valid unless the same be in writing and signed
by all the parties hereto.
14. Binding Effect
This Agreement shall bind and, unless inconsistent with its provisions, shall inure to the benefit of the
Executor, Administrator or Personal Representative, and the heirs and assigns of each of the
Stockholders.
15. Prior Agreement
This Agreement supersedes any prior Agreement of the parties.
16. Deadlock
If at any time the Stockholders cannot agree on the Certified Public Accountant of the company and
therefore are unable to establish an acceptable price for purchase, the matter shall be submitted to
arbitration in the following manner:
i. Each Stockholder shall, within [NUMBER] days after notice of such deadlock, appoint a
Certified Public Accountant, and the two accountants shall then appoint a third Certified
Public Accountant within [NUMBER] days after the two accountants are selected, and the
average of purchase price determined by them shall be final, conclusive and binding upon
the Stockholders, their executors, administrators and personal representatives, and a
judgment on such determination may be obtained in any court of proper jurisdiction. The
cost of such accounting shall be borne equally by the parties unable to reach agreement
hereunder.
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ii. In the event any one of the Stockholders shall fail within the given time to select a Certified
Public Accountant to represent him to resolve the dispute, then and in such event, the
remaining Stockholder shall have the right to institute suit for specific performance under
this Agreement, and the defaulting Stockholder shall pay for all attorney fees and court costs
of such action.
22. Indebtedness of a Stockholder
In the event that there is a purchase and sale of shares of stock or interest therein, pursuant to the
provisions hereinabove, and there is any indebtedness owed by the selling Stockholder or his estate to
any party to this Agreement, then, notwithstanding the said provisions relating to the payment of the
purchase price, and any amount to be paid for the stock being purchased shall be applied first to reduce
and satisfy any indebtedness owed by the Selling Stockholder or his estate to any party under this
Agreement
23. Default
In the event of a default in the payment of any installment of the purchase price, the covenants and
conditions of this Agreement, or any Security Agreement given to Sellers, Sellers may declare the entire
unpaid portion of the purchase price to be immediately due and payable, and may proceed to enforce
payment of same and to exercise any and all rights and remedies provided by the Uniform Commercial
Code as well as any other rights and remedies either at law or in equity available to them, and Seller may
assign, sell or transfer all or any part of the collateral in such manner, at such price, and on such terms
and conditions as Sellers, in their sole and absolute discretion, may determine. Sellers or the Corporation
shall have the right to purchase any or all of the collateral, apply any unpaid indebtedness on account
thereof, and have a claim against Purchaser for the balance of such indebtedness in addition to any and
all remedies available to them at law or in equity.
24. Voting
It is understood and agreed that until the purchase price shall have been paid in full, the Purchaser shall
have no voting rights whatsoever.
25. Termination of Agreement
This Agreement shall terminate upon the occurrence of one of the following events:
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v. The written agreement of the parties hereto or their successors in interest to that effect;
vi. The bankruptcy, receivership, or dissolution of the Corporation;
vii. The disposal of all the shares of stock of any Stockholder during his lifetime or by his
Personal Representative or estate upon his death, shall terminate this Agreement as to
such retiring or deceased Stockholder; or
viii. All of the issued and outstanding stock of the Corporation becoming owned by one of
the Stockholders of the Corporation.
26. Laws Governed By
This Agreement is executed in and shall be construed by and governed under the laws of the State of
[STATE/PROVINCE].
22. Withdrawal from Corporation
Any Stockholder may withdraw from participation in the Corporation at any time in accordance with
the following provisions:
a) Notice to Corporation
Such Stockholder ("Withdrawing Stockholder") shall give notice to the Corporation at least
[NUMBER] days prior to the date (he) (she) wants to withdraw ("Withdrawal Date") which notice shall
set forth the Withdrawal Date.
b) Offer to Corporation
Within [NUMBER] days after receipt of such notice, the Corporation may, at its option, elect to
purchase all, but not less than all, of the Withdrawing Stockholder's shares. The Corporation shall
exercise its option to purchase by giving written notice thereof to the Withdrawing Stockholder within
said [NUMBER] day period. Such written notice shall specify a date for the closing of the purchase,
which shall not be more than [NUMBER] days after the date of the giving of such notice. The purchase
836
price for the shares to be paid by the Corporation and terms of payment therefore shall be as set forth in
Paragraph 3 hereof.
c) Acceptance by Stockholders
If the Corporation fails to exercise said option within said [NUMBER] day period, then for a
[NUMBER] day period thereafter the other Stockholder(s) of the Corporation shall have the option to
purchase such shares, such option to be exercised in the same manner as that of the Corporation, and
the purchase price and terms of payment to be the same for the Stockholder(s) as for the Corporation
as set forth in Paragraph 3 hereof. The option may be exercised by the Stockholders pro rata (based on
that proportion which the number of shares owned by each other Stockholder bears to the total number
of shares then outstanding, not counting the shares proposed to be sold), and if one (or more) of the
Stockholders does not desire to exercise his option, then his option shall be exercisable on a pro rata basis
by the other Stockholders (not counting for any purpose, the shares proposed to be sold or the shares
owned by any Stockholder who does not desire to exercise his option); or the option may be exercised
by the other Stockholders on such basis as they may agree upon.
d) Dissolution and Liquidation
In the event that neither the Corporation nor the other Stockholder(s) purchase the shares of the
Withdrawing Stockholder, the other Stockholder(s) agree to execute a consent voluntarily dissolving the
Corporation. In addition, the Stockholder(s) agree to liquidate the assets of the Corporation as soon as
practicable thereafter.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year
first above written. Signed, Sealed and Delivered in the Presence of: "STOCKHOLDERS"
STOCKHOLDER STOCK HOLDER
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CORPORATION
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[CORPORATE SEAL]
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October 18, 2022 h
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This letter confirms your and our mutual intentions with respect to the potential transaction described
herein between [NAME OF BUYER] (“Buyer”) and [NAME OF SELLER] (“Seller”).
1. Prices and Terms
We envisage that the principal terms of the proposed transaction would be substantially as follows:
(h) Business to be Acquired; Liabilities to be Assumed
We would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used
in, or necessary for the conduct of, its [BUSINESS TYPE] business, including, without limitation:
(i) the [MAIN PRODUCT], subject to any obligations contained in disclosed license agreements and
all related intellectual property; (ii) the fixed assets of Seller, (iii) any and all customer lists; and (iv) the
goodwill associated therewith, all free and clear of any security interests, mortgages or other
encumbrances.
(i) Consideration
The aggregate consideration for the assets and business to be purchased would be [AMOUNT];
provided, however, that the working capital (current assets less current liabilities) of the business to be
purchased equals or exceeds [AMOUNT], as shown on a closing date balance sheet prepared in
accordance with generally accepted accounting principles.
(j) Due Diligence Review
Promptly following the execution of this letter of intent, you will allow us to complete our examination
of your financial, accounting and business records and the contracts and other legal documents and
839
generally to complete due diligence. Any information obtained by us as a result thereof will be
maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the
parties and dated [DATE] (the “Confidentiality Agreement”). The parties will cooperate to complete
due diligence expeditiously.
(k) Conduct in Ordinary Course
In addition to the conditions discussed herein and any others to be contained in a definitive written
purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to
having conducted your business in the ordinary course during the period between the date hereof and
the date of closing and there having been no material adverse change in your business, financial
condition or prospects.
Definitive Purchase Agreement
All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement,
to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or
written statements or correspondence concerning the Purchase Agreement arising during the course of
negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary
or interim agreement between the parties.
(l) Employment Agreement
Simultaneously with the execution of the Purchase Agreement, we would enter into employment
agreements with [OWNER A NAME] and [OWNER B NAME] on such terms and conditions as
would be negotiated and agreed by them and us, including mutually agreeable provisions regarding
term, base and incentive compensation, confidentiality, assignment to us of intellectual property rights
in past and future work product and restrictions on competition. We would also offer employment to
substantially all of Seller’s employees and would expect the management team to use its reasonable best
efforts to assist us to employ these individuals.
(m) Timing
We and you would use all reasonable efforts to complete and sign the Purchase Agreement on or before
[DATE] and to close the transaction as promptly as practicable thereafter.
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8. Expenses
You and we will pay our respective expenses incident to this letter of intent, the Purchase Agreement
and the transactions contemplated hereby and thereby.
9. Public Announcements
Neither you nor we will make any announcement of the proposed transaction contemplated by this
letter of intent prior to the execution of the Purchase Agreement without the prior written approval of
the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict
in any respect your or our ability to communicate information concerning this letter of intent and the
transactions contemplated hereby to your and our, and your and our respective affiliates’, officers,
directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent
is required in connection with the transaction contemplated by this letter of intent.
10. Broker’s Fees
You and we have represented to each other than no brokers or finders have been employed who would
be entitled to a fee by reason of the transaction contemplated by this letter of intent.
11. Exclusive Negotiating Rights
In order to induce us to commit the resources, forego other potential opportunities, and incur the legal,
accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets
and business described above, and to negotiate the terms of, and consummate, the transaction
contemplated hereby, you agree that for a period of [number of days] days after the date hereof, you,
your affiliates and your and their respective officers, directors, employees and agents shall not initiate,
solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible
acquisition by any person other than us, including, without limitation, by way of a purchase of shares,
purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall
not (other than in the ordinary course of business as heretofore conducted) provide any confidential
information regarding your assets or business to any person other than us and our representatives.
Miscellaneous
This letter shall be governed by the substantive laws of the State of [STATE/PROVINCE] without
regard to conflict of law principles. This letter constitutes the entire understanding and agreement
841
between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior
or contemporaneous agreements, representations, warranties and understandings of such parties
(whether oral or written). No promise, inducement, representation or agreement, other than as expressly
set forth herein, has been made to or by the parties hereto. This letter may be amended only by written
agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show
agreement by and between such parties to any term or condition contrary to or in addition to the terms
and conditions contained in this letter. This letter shall be construed according to its fair meaning and
not strictly for or against either party.
12. No Binding Obligation
Except for Sections 1(c) and 2 through 6, THIS LETTER OF INTENT DOES NOT CONSTITUTE
OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY
LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER
PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED,
EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT
CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION
AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT.
The Confidentiality Agreement is hereby ratified and confirmed as a separate agreement between the
parties thereto.
If the foregoing terms and conditions are acceptable to you, please so indicate by signing the enclosed
copy of this letter and returning it to the attention of the undersigned.
Very truly yours,
[BUYER NAME]
Your title
Telephone contact
842
[SELLER COMPANY NAME]
©
By:
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Title: p
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O PTION TO A CQUIRE S HARES F ROM A S HAREHOLDER i
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BETWEEN: [SELLER’S NAME] (the "Seller"), who owns [NUMBER] of shares of the common n
stock of [NAME OF COMPANY], a corporation organized and existing under the laws of the v
[STATE/PROVINCE] (the “Company”) i
s
i
AND: [BUYER’S NAME] (the "Buyer"), a corporation organized and existing under the laws of the o
C
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RECITALS
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This Agreement is entered into upon the basis of the following facts and intentions of the parties: a
t
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C. Seller owns [NUMBER] of shares of the common stock (the “Shares”) of the Company. o
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D. Buyer desires to obtain an option to purchase the Shares from Seller and Seller is willing to 2
grant such an option to Buyer. 0
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NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
Option
As of the date hereof, the Seller grants to Buyer an option (the “Option”) to purchase all of the Shares
from Seller upon all of the terms, covenants and conditions hereinafter set forth. The share certificates
representing the Shares shall hereafter bear a legend referring to this Option Agreement.
Consideration for the Option
As consideration for the Option, Buyer shall pay to Seller the sum of $[AMOUNT] on the date hereof.
In the event this option is exercised, all consideration paid for the Option [SHALL OR SHALL NOT]
be applied against and be deemed to be a payment upon the purchase price. In the event that Buyer does
not exercise the Option, the consideration paid to Buyer for the Option [WILL OR WILL NOT] be
retained by Seller without deduction or offset.
Term and Exercise
Buyer may exercise the Option at any time up to and until [DATE], by giving Seller written notice of
his intention to exercise the Option. ©
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Purchase Price p
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[AMOUNT] Dollars ($[AMOUNT]) per share, payable in cash.
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Number of Shares t
E
The number and class of Shares specified in this Agreement and/or the Purchase Price are subject to
n
appropriate adjustment in the event of any merger, reorganization, consolidation, re-capitalization,
v
liquidation, stock dividend, split-up, share combination or other change in the corporate structure of
i
the Company affecting the Shares.
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Representations and Warranties of Seller i
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The Seller represents and warrants to the Buyer that:
The Seller has full power and authority to execute and deliver this Agreement, and this Agreement is a
valid and binding agreement enforceable against the Seller in accordance with its terms;
Neither the execution of this Agreement nor the sale of the Shares will constitute a violation of, or
conflict with, or default under, any contract, commitment, agreement, understanding or arrangement
to which the Seller is a party or by which Seller is bound or of any law, decree, or judgment;
Now and up to the time of exercise of the Option, the Seller will have valid title to the Shares, free and
clear of all claims, liens, charges, encumbrances and security interests, and will transfer such Shares upon
exercise of the Option to the Buyer free and clear of all claims, liens, charges, encumbrances and security
interests;
The Purchase Price may or may not reflect the actual value of the Shares, that the Seller has investigated
the value independently, that he has been represented by independent counsel, and that he understands
that the value of the Shares when and if the Option is exercised may be significantly higher than the
Purchase Price; and
Prior to [DATE], Seller shall not sell, assign, transfer, pledge, hypothecate, or otherwise encumber any
of the Shares.
Cooperation
Representations and Warranties of the Buyer
845
Buyer represents and warrants to the Seller that (a) this Agreement is a valid and binding agreement
enforceable against Buyer in accordance with its terms and (b) Buyer, if he exercises the option, will be
purchasing the Shares for his own account and not with a view to or for sale in connection with any
distribution of such Shares in violation of applicable securities laws.
Purchase and Sale
Shares, represented by certificates duly endorsed in blank or accompanied by stock powers duly
executed, to the Buyer, and the Buyer shall purchase the Shares in exchange for the Purchase Price.
Dividends and Voting Rights
Until the Option is exercised, if at all, all dividends and voting rights attendant to the Shares shall remain
with Seller.
Buyer May Exercise Option For Less Than All Shares
Notwithstanding any other provision herein to the contrary, the Buyer may exercise the Option with
respect to less than all of the Shares.
Survival
Modification; Assignment
This Agreement may not be modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto. Buyer may assign his rights under
this Agreement with the consent of Seller.
Successors
846
Governing Law
[STATE/PROVINCE].
Entire Agreement
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Buyer and
Seller as of the day and year first written below:
BUYER: SELLER:
_________________________________ _________________________________
[BUYER NAME] [SELLER NAME]
847
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PROPOSAL TO P URCHASE [NAME OF

BUSINESS]
Dear [CONTACT NAME],
We are interested in negotiating an agreement for the purchase and sale as a going concern of all the
business assets, including furniture, fixtures and equipment, stock in trade, parts and supplies, leasehold
interest and goodwill, owned by you in connection with the [TYPE OF BUSINESS] business carried
on as [NAME OF BUSINESS] at [ADDRESS].
Subject to formal contract, we are prepared to pay [AMOUNT] for the business on the following terms:
[INSERT TERMS]
If you are interested in selling at this price on these terms, please let us know and we will make you a
formal offer to purchase.
Sincerely,
848
Your name
Your title
Telephone contact
DIRECTORS AND SHARE HOLDERS.

©
Resolution and resignation. C
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BOARD RESOLUTION ADOPTED ON [DATE] y
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The undersigned, being all the directors of [Company name], hereby sign the following amended
n
resolutions:
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RESOLVED THAT: o
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1. The financial statements of the corporation for the fiscal year ended [Month and day], prepared r
by [Accountant’s name], Chartered Accountants, under their comments dated [Date], are p
approved which approval shall be evidenced by signature of the balance sheet. o
r
OR a
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2. The financial statements of the corporation for the fiscal year ended [Month and day], prepared i
by [Auditors' names], under their audit report dated [Date], are approved, which approval shall o
be evidenced by signature of the balance sheet. n
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3. The approved financial statements be placed before the annual meeting of shareholders of the
corporation.
4. [Accountants] are appointed the accountants of the corporation for the current fiscal year.
5. By-Law No. [Number] is passed as a by-law of the corporation to be placed before a meeting of
shareholders of the corporation for confirmation.
6. The application to amend the Articles of Incorporation [OR Letters Patent] of the corporation
in the draft form appended as Schedule A to these resolutions is approved to be placed before a
meeting of shareholders of the corporation for confirmation.
7. The corporation sells substantially all its assets to [Purchaser name] in accordance with the draft
agreement of purchase and sale appended as Schedule A to these resolutions.
8. [Chairman name] is elected as Chairman of the Board of Directors.
9. A dividend of [Amount] per share is declared on the issued [Class name] shares of the
corporation held by the [Class name] shareholders of record as of this date.
10. The salary of the [Officer] of the corporation is fixed at [Amount] per annum effective [Date].
11. The corporation executes the [Contract/instrument] in the draft form appended as Schedule A
to these resolutions.
12. The transfer of [Number and class of shares] from [Transferor name] to [Transferee name] is
approved.
13. The address of the head [OR registered] office of the corporation is changed to [New address].
[DIRECTOR NAME] [DIRECTOR NAME]
850
ASSIGNMENT AND TRANSFER OF STOCK
CERTIFICATE
This Assignment and Transfer of Stock Certificate (the “Assignment”) is made and effective [DATE],
BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and

AND: [TRANSFEROR NAME] (the "Transferor"), an individual having his main residence located
at:
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to [TRANSFEREE],
[AMOUNT] shares of the stock of [COMPANY NAME] (the Corporation) standing in the name of
the undersigned on the books of the Corporation and represented by Certificate [NUMBER].
The undersigned hereby and irrevocably constitutes and appoints [NAME OF ATTORNEY-IN-
FACT], attorney-in-fact, to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated: [DATE]
CORPORATION TRANSFEROR
851
In the presence of:
852
TERMS
No(s). [NUMBER(S)] (the "Shares").
2. The Assignor warrants the Assignee that the Shares are fully paid-up and that the Assignor owns the
Shares free and clear of all encumbrances.
written.
ASSIGNOR ASSIGNEE
853
854
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R ESIGNATION OF D IRECTORSHIP
I hereby resign as a director of [Company name] effective immediately.
Yours very truly,
Your name
Your title
Telephone contact ©
C
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October 18, 2022 r
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Contact Name
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Address
Address2
Zip/Postal Code
OBJECT: R ESIGNATION OF O FFICE
I hereby resign as [Office] of [Company name] effective immediately.
Yours very truly,
Your name
Your title
Telephone contact
856
SHAREHOLDERS RESOLUTION
The undersigned, being all the shareholders of [Company name], hereby sign the following annual
resolutions:
RESOLVED THAT:
13. These resolutions are in place of an annual meeting of shareholders of the corporation.
by [Accountants’ name], Chartered Accountants, under their comments dated [Date], are
received.
OR
by [Auditors' names], under their audit report dated [Date], are approved.
16. [Directors names] are continued as directors of the corporation.
17. No auditor be appointed for the current fiscal year of the corporation.
OR
857
18. [Auditor names] are appointed the auditors of the corporation for the current fiscal year.
19. The acts of the Board of Directors since the last annual meeting of shareholders are approved
and ratified.
20. [Director name] is elected as a director of the corporation.
21. By-Law No. [Number] passed by the Board of Directors of the corporation is confirmed.
22. The application to amend the Articles of Incorporation [OR Letters Patent] of the corporation
in the draft form appended as Schedule A to these resolutions is approved.
23. The proposed sale by the corporation of substantially all its assets to [Purchaser name] in
accordance with the draft agreement of purchase and sale appended as Schedule A to these
resolutions is approved.
24. [Director name] is removed as a director of the corporation.
Dated: [Date]
[Shareholder name]
[Shareholder name]
858
©
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CERTIFICATES AND NOTICES. p
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October 18, 2022
g
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Contact Name n
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Address i
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Address2 i
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Zip/Postal Code C
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OBJECT: CERTIFICATE OF CORPORATE o
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RESOLUTION a
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Dear [Contact name], n
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I, [Your name], secretary of [Company], do hereby certify that at a duly constituted meeting of the 0
[Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly 0
made and seconded, that it be VOTED: 2
.
A
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That [Describe approved corporate action] l
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It was upon motion made and seconded that it be further VOTED:
That [Individual] as [officership] of the Corporation be empowered and directed to execute, deliver and
accept any and all documents reasonably required to accomplish the foregoing vote, all on such terms
and conditions as he in his discretion deems to be in the best interests of the Corporation.
I further certify that the foregoing votes are in full force without rescission, as modification or
amendment.
Sincerely,
Your name
Secretary
C
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C
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860
p
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a
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CERTIFICATE OF CORPORATE VOTE
This is to certify that at a special meeting of the [Board of Directors / Executive Committee] of the
Corporation, held at the offices of the Corporation located at [Address] on [Date] at [Time], all the
[Directors / Members] being present and voting, it was unanimously VOTED:
[Describe action being voted]
Sincerely,
Your name
Secretary
Telephone contact
861
862
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
Sincerely,
Your name
Your title
C
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October 18, 2022 r
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Contact Name
Address
Address2
Zip/Postal Code
Sincerely,
Your name
Your title
Telephone contact
864
COMPANY MEETINGS MEETING MINUTES
[NAME OF ORGANISATION / COMMITTEE]
Opening:
The regular meeting of the [Name of organization / committee] as called to order at [Time] on [Date]
in [Place] by [Meeting Chair].
Present:
[List of attendee]
1. Approval of Agenda
The agenda was unanimously approved as distributed.
2. Approval of Minutes
The minutes of the previous meeting were unanimously approved as distributed.
3. Announcements
List all announcements made at the meeting. For example, new members, change of event, etc.
4. Open Issues
865
Summarize the discussion for each existing issue, state the outcome and assign any action item.
5. New Business
Summarize the discussion for new issues, state the next steps and assign any action item.
6. Agenda for Next Meeting
List the items to be discussed at the next meeting.
Adjournment:
Meeting was adjourned at [Time] by [Person]. The next general meeting will be at [Time] on [Date] in
[Place].
Minutes submitted by: [Name]
Approved by: [Name]
866
MINUTES OF MEETING OF DIRECTORS
[COMPANY NAME]
Minutes of a meeting of the Board of Directors of [Company name] duly called and held on [Date] at
[Address], commencing at [Time].
Present were:
[List of names]
With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and
[Secretary name] recorded the minutes.
On motions duly made and seconded, it was voted that:
6. [Insert resolution per numbered paragraph].
Dissenting to the motion were [Dissenting names].
Dated [Date]
867
WAIVER OF NOTICE FIRST MEETING OF THE
BOARD OF DIRECTORS
[COMPANY NAME]
\WE, THE UNDERSIGNED, being the directors elected by the incorporators of the above-named
corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of the first meeting of
the Board of Directors of said corporation.
We designate the [Day]th day of [Month], [Year] at [Time] as the time and [Full address] as the place of
said meeting; the purpose of said meeting being to elect officers, authorize the issue of the capital stock,
authorize the purchase of property if necessary for the business of the corporation, and the transaction
of such other business as may be necessary or advisable to facilitate and complete the organization of
said corporation, and to enable it to carry on its contemplated business.
Dated: [Date]
__________________________
[Name 1]
__________________________
[Name 2]
__________________________
[Name 3]
868
©
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MINUTES OF FIRST MEETING OF THE BOARD OF o
DIRECTORS p
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[COMPANY NAME]
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1. The first meeting of the Board of Directors was held at [Place] on the [Day]th day of [Month], s
[Year] at [Time]. i
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Present were: n
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[List of names] o
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constituting a quorum of the Board. p
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2. [Name] acted as Chairman and [Name] was appointed temporary Secretary of the meeting. a
t
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3. The Secretary presented and read a waiver of notice of the meeting, signed by all the directors. o
n
.
4. The minutes of the organization meeting of incorporators were read and approved. 2
0
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5. The following persons were nominated to the offices set opposite their respective names, to serve 2
for one year and until their successors are chosen and qualify: .
A
[Name] - Chairman l
[Name] - Vice Chairman l
[Name] - Secretary r
[Name] - President i
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869 h
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[Name] - Chief Financial Officer
6. All the directors present having voted, the Chairman announced that the aforesaid had been
unanimously chosen as said officers, respectively.
7. The Chairman thereupon took the chair and the Secretary thereupon entered upon the discharge of
his duties.
That the stock certificates of this corporation shall be in the form submitted at this meeting.
That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this
corporation.
10. The Secretary was authorized and directed to procure the proper corporate books.
That the officers of this corporation be authorized and directed to open a bank account in the name of
the corporation, in accordance with a form of bank resolution attached to the minutes of this meeting.
12. [Name] reported the following balances in the bank accounts of the corporation at [Bank]:
Savings [Account #]: [Amount]

Checking [Account #]: [Amount]
870
WHEREAS, the following offer has been made to the corporation in consideration of the issuance of
full paid and non-assessable shares of the corporation:
Price = [Amount] per share

([Name], [Name] and [Name] hereafter known as "Offerors")
WHEREAS, In the judgment of this Board of Directors of this corporation, said offer is good and
sufficient consideration for the shares demanded therefore and necessary for the business of this
corporation,

That the aforesaid offer be and is hereby accepted and that the President and Secretary of this
corporation be and they hereby are authorized and directed to execute in the name and on behalf of this
corporation, and under its corporate seal, such agreement or agreements as may be necessary in
FURTHER RESOLVED:
That the President and Secretary be and they hereby are authorized and directed to issue and deliver in
accordance with said offer certificates of full paid and non-assessable shares of this corporation to the
said Offerors.
WHEREAS, the following loans have been offered to the corporation in consideration of the issuance
of promissory notes from the corporation:
[List]
WHEREAS, in the judgment of this Board of Directors of this corporation, said offer is good and
sufficient consideration for the loan offered therefore and necessary for the business of this corporation,
871
That the aforesaid offer be and is hereby accepted and that the proper officers of this corporation be and
they hereby are authorized and directed to execute in the name and on behalf of this corporation, and
under its corporate seal, such agreements, copies of which are attached hereto, as may be necessary in
That in compliance with the laws of the State of [State/province], this corporation have and
continuously maintain a registered office within the State of [State/province] and have an agent at all
times in charge thereof, upon which agent process against this corporation may be served, and that the
books and records of the corporation shall be available for examination by any stockholder for any
proper purpose as provided by law.
That the proper officers of the corporation be and they hereby are authorized and directed on behalf of
the corporation, and under its corporate seal, to make and file such certificate, report or other
instrument as may be required by law to be filed in any state, territory, or dependency of the United
States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same
to authorize the corporation to transact business in such state, territory, dependency or foreign country.
That the Chief Financial Officer be and hereby is authorized to pay all fees and expenses incident to and
necessary for the organization of the corporation.
There being no further business, the meeting upon motion adjourned.
Dated: [Date]
872
MINUTES OF SPECIAL MEETING OF DIRECTORS
[COMPANY NAME]
A special meeting of the board of directors of [Company] was held at [Place & Address] on [Date], at
[Time] in accordance with the bylaws [or pursuant to call by the president or pursuant to written waiver
of notice signed by all of the directors, or the like].
5. The following directors were present:
[List of names]
6. The meeting was presided over by [Chairman name] and the secretary, [Secretary name], was
present and kept the minutes.
7. An agreement and written waiver of notice signed by all of the directors was read, the original copy
of which is inserted and reads as follows:
We, the undersigned, being all of the directors of [Company name], a corporation organized under the
laws of the State of [State/Province], consent and agree that a meeting of the board of directors be held
at [Address] on [Date], at [Time], to [Purpose], and for the transaction of any other business which may
be legally done at the meeting of the board of directors.
The meeting was called to order by the president.
8. On motions duly made and seconded, it was voted that:
8. [Insert resolution per numbered paragraph].
Dissenting to the motion were [Dissenting names].
873
Dated [Date]
874
MINUTES OF [SPECIAL / REGULAR] MEETING OF
DIRECTORS
[COMPANY NAME]
Minutes of a [Special / Regular] meeting of the Board of Directors of [Company name] duly called and
held on [Date] at [Address], commencing at [Time].
8. The following directors were present and constituted a quorum of the Board:
[List of names].
9. The following directors were absent from the meeting:
[None or list of names].
10. The following individuals also were present at the meeting:
[List of names and titles].
11. [Name] acted as chairman and called the meeting to order and announced that this meeting was
held pursuant to a written notice of meeting which was given to all directors of this corporation. A
Copy of this notice was ordered inserted in the corporation’s Minute Book immediately preceding
the minutes of this meeting.
[Or, if this meeting was held without notice, the following paragraph should be inserted in place of the
prior paragraph]
875
12. The chairman called the meeting to order an announced that this meeting was held pursuant to
written waiver of notice and consent to the holding of this meeting. The waiver and consent was
presented to this meeting and, on a motion duly made, seconded, and [Unanimously] carried, was
made a part of the records and ordered inserted in the corporation’s Minute Book immediately
preceding the records of this meeting.
13. The minutes of the last meeting of directors were then read and approved.
14. The Board then discussed [Insert business transacted; for example, establishment of committee,
adoption of share purchase agreement, approval of employment agreement, etc.].
On motion duly made and seconded, the following resolutions were adopted:
[Insert resolutions]
Because there was no further business to come before the Board of Directors at this meeting, on motion
duly made and seconded, the meeting was adjourned.
Date:
[Secretary’s Name], Secretary
876
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WAIVER OF NOTICE i
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ORGANIZATION MEETING OF INCORPORATORS E
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[COMPANY NAME] v
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WE, THE UNDERSIGNED, being all the incorporators of the corporation above named, organized n
under the laws of the State of [State], DO HEREBY WAIVE NOTICE of the time, place and purpose C
of the organization meeting of said incorporators, and do fix the [Day] th day of [Month], [Year] at o
[Time] as the time, and [Place] as the place of said meeting. r
p
And we do hereby waive all the requirements of the statutes of [State] as to the notice of this meeting, o
and do consent to the transaction of such business as may come before the meeting. r
a
Dated: [Date] t
i
[DIRECTOR 1] o
[DIRECTOR 2] n
[DIRECTOR 3] .
2
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MINUTES OF ORGANIZATION MEETING OF
INCORPORATORS
[COMPANY NAME]
The organization meeting of the incorporators was held on the [Day]th day of [Month], [Year] at
[Time], at [Place] pursuant to a written waiver of notice, signed by all the incorporators fixing said time
and place.
5. The following incorporators were present in person:
[List of names]
being all of the incorporators of the corporation.
[Name] acted as Chairman and [Name] was appointed Secretary of the meeting.
6. The Chairman announced that a Certificate of Incorporation had been issued to this corporation
by [the Department of State] and that a certified copy of the Certificate had been forwarded for
recording in the Office of the Recorder of Deeds and instructed the Secretary to cause a copy of the
Certificate of Incorporation to be prefixed to the minutes.
That the certificate of Incorporation of the corporation be and it hereby is accepted and that this
corporation proceed to do business thereunder.
7. The Secretary presented a form of By-Laws for the regulation of the affairs of the corporation, which
were read article by article.
878
That the By-Laws presented at this meeting, as amended and attached to the Minutes, were unanimously
adopted and the Secretary was instructed to cause the same to be inserted in the minute book
immediately following the copy of the Certificate of Incorporation.
8. The Chairman stated that the next business before the meeting was the election of a Board of
Directors.
After discussion, [Name] and [Name] were nominated for directors of the corporation, to hold office
for the ensuing year and until others are chosen and qualified in their stead. No other nominations
having been made, the vote was taken and the aforesaid nominees declared duly elected.
That the Board of Directors be and they are hereby authorized to issue the capital stock of this
corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in ©
such amounts and proportions as from time to time shall be determined by the Board, and to accept in C
full or in part payment thereof such property as the Board may determine shall be good and sufficient o
consideration and necessary for the business of the corporation. p
There being no further business to transact at this time, it was voted to adjourn the meeting. y
r
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Dated: [Date] g
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[Secretary name], Secretary [Chairman name], Chairman v
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879
i
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.
2
MINUTES OF [ANNUAL / SPECIAL] MEETING OF SHAREHOLDERS
[COMPANY NAME]
The shareholders of [Company Name] held [the/a Annual/Special] Meeting of Shareholders on [Date]
at [Time], at [Place].
9. Shareholders present at the meeting, in person or by proxy, represented [Number] shares of

common stock of the corporation.
The following stockholders were present in person:
Names No. of Shares
The following stockholders were represented by proxy:
Names No. of Shares
10. The President of this corporation served as Chairman and called the meeting to order, and
announced that a quorum was present and that this meeting was held pursuant to a written notice
of meeting given to all shareholders of this corporation. A copy of this notice was ordered inserted
in the minute book immediately preceding the minutes of this meeting.
[Or, if the meeting was held without notice, the following paragraph should be inserted, substituting
the above]:
The President of this corporation called the meeting to order, and announced that the meeting was held
pursuant to written waiver of notice and consent to the holding of the meeting. The waiver and consent
was presented to this meeting and, on a motion duly made, seconded and unanimously carried, was
made a part of the records and ordered inserted in the minute book immediately preceding the records
of this meeting.
880
[The minutes of the previous meeting of shareholders were then read and approved.] OR [It was then
moved, seconded, and unanimously resolved to dispense with the reading of the minutes of the previous
meeting.]
11. The President then announced that the election of directors was in order. Directors were then
nominated to serve until the next annual meeting of shareholders and until their successors were
duly elected and qualified. The following nominations were made and seconded:
[List of names]
©
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12. No further nominations were made, and the above were [duly/unanimously] elected as directors of
o
this corporation.
p
13. The [Year] annual report of the president and directors of the [Company name] was presented and
y
read, and upon motion of [Name], seconded, it was resolved:
r
i
That the report be received filed with the secretary in the form as presented to the meeting.
g
h
t
14. The secretary was directed to insert in the minute book a copy of each of the following papers:
E
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5. Notice of the meeting and proof of mailing.
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6. Form of proxy.
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7. Report of the president and directors.
o
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8. Inspectors’ oath and report.
C
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15. On motion duly made and seconded, the following business came before the shareholders:
p
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[Insert business transacted; for example, vote for amendment to Articles or Bylaws. Note: All actions
r
taken at the Meeting of Shareholders should be recorded in the minutes of the meeting.]
a
t
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16. Because there was no further business to come before this meeting, on motion duly made, seconded,
o
and carried, this meeting was adjourned.
n
.
881 2
0
0
2
.
Date:
[Secretary’s name], Secretary
VOTING BY PROXY.
882
IRREVOCABLE PROXY
[COMPANY NAME]
The undersigned, as record holder of the securities of [Name of corporation] described below, hereby
revokes any previous proxies and irrevocably appoints [Name] as the undersigned’s proxy to attend all
shareholders’ meetings and to vote, execute consents, and otherwise represent those shares in the same
manner and with the same effect as if the undersigned were personally present at any such meeting or
voting such securities or personally acting on any matters submitted to shareholders for approval or
consent.
The proxy holder will have the full power of substitution and revocation.
This proxy is made pursuant to an agreement of [DESCRIBE], dated [Date].
This proxy will be irrevocable until [Date]. This proxy will be revocable, notwithstanding the period of
irrevocability specified above, as required under applicable law.
BE IT KNOWN, that for good consideration, the undersigned, being the owner of [Number] shares of
voting stock of [Corporation name], does hereby grant to [Name], a non-revocable proxy to vote on
behalf of the undersigned shares of said stock at any future meeting of the stockholders of the
Corporation, and said proxy holder is entitled to attend said meetings on my behalf or vote said shares
through mail proxy.
During the pendency of this proxy, the rights to vote said shares shall be exclusively held by the proxy
holder and shall not be voted by the undersigned. This proxy shall not be revocable and shall remain in
effect until [Date], [Year], when all rights hereunder shall terminate.
The undersigned agrees to annex a legend to said shares stating the existence of this outstanding proxy,
as all rights hereunder shall survive any sale or transfer of said shares.

ATTACHED.
883
[Signature]
[Printed name as appears on stock certificate]
Securities Information:
Certificate No.:
Number of Shares:
Class of Shares:
884
REVOCABLE PROXY
[COMPANY NAME]
The undersigned, as record holder of the securities of [Name of corporation] described below, hereby
revokes any previous proxies and appoints [Name] as the undersigned’s proxy to attend all shareholders’
meetings and to vote, execute consents, and otherwise represent those shares in the same manner and
with the same effect as if the undersigned were personally present at any such meeting or voting such
securities or personally acting on any matters submitted to shareholders for approval or consent.
4. The proxy holder will have the full power of substitution and revocation.
5. This proxy is made pursuant to an agreement of [DESCRIBE], dated [Date].
6. This proxy is revocable at any time, and unless revoked, shall terminate on [Date].
BE IT KNOWN, that the undersigned, being the owner of [Number] shares of voting stock of
[Corporation name], do hereby grant to [Name], a proxy to vote on behalf of the undersigned
[Number] shares of said stock at any future meeting of the stockholders of the Corporation; and said
proxy holder is entitled to attend said meetings on my behalf or vote said shares through mail proxy.
During the pendency of this proxy, all rights to vote said shares shall be held by the proxy holder and
shall not be voted by the undersigned, provided the undersigned may revoke this proxy at any time.

ATTACHED.
[Signature]
885
[Printed name as appears on stock certificate]
Certificate No.:
Number of Shares:
Class of Shares:
886
REVOCATION OF PROXY
[COMPANY NAME]
The undersigned, as owner of the securities of [Name of corporation] described below, hereby revokes
any and all proxies and substitutions of proxies, including the proxy executed on [Date], naming
[Name] as proxy, and further revokes any and all authority heretofore given to any person or persons to
attend meetings, vote, consent, or otherwise act on behalf of the undersigned in any manner whatsoever
with respect to such securities.
Dated: [Date]
[Signature]
[Printed name as on stock certificate]
Certificate No.:
Number of Shares:
Class of Shares:
887
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AFFIDAVITS o
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AFFIDAVIT r
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h
State of [STATE/PROVINCE] t
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City of [CITY] n
v
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parties agree as follows: o
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RECITALS o
r
BEFORE ME, the undersigned authority, [name and capacity of officer before whom affidavit is p
sworn], on this [day of month] day of [month], [YEAR], personally appeared Affiant, known to me to o
be a credible person and of lawful age, who being by me first duly sworn, on [his or her] oath, deposes r
and says: a
t
i
[set forth statement of facts] o
n
.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above 0
written. 0
2
.
COMPANY AFFIANT A
l
l
______________________________________ r
______________________________________ i
Authorized Signature Authorized Signature g
h
t
888 s
r
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s
______________________________________
______________________________________
889
©
C
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ACKNOWLEDGMENT y
r
i
g
State of [state]
h
t
County of [county]
E
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v
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s
i
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instrument.
n
C
o
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Signature
o
Notary
r
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(Seal)
i
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.
2
0
0
2
.
A
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890 s
e
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ESTOPPEL AFFIDAVIT OF MORTGAGOR
This Estoppel Affidavit of Mortgagor (the “Agreement”) is made and effective [DATE],
BETWEEN: [MORTGAGOR NAME] (the "Mortgagor"), a corporation organized and existing

TERMS
1. This is to certify that Affiant executed, assumed, or taken title subject to, the mortgage on the real
property located at [ADDRESS], originally granted to [NAME], dated [DATE], recorded in
[BOOK, PAGES] of the public records of the [STATE/PROVINCE] and now assigned to and
held by [NAME]. The legal description of the mortgaged property is attached hereto as Exhibit A.
2. The original principal amount of the Promissory Note secured by said Mortgage was [AMOUNT],
with interest accruing thereon at the fixed rate of [%] per annum amortized over [NUMBER]
year(s), with [NUMBER] monthly installment payments of principal and interest due and payable
in the amount of [AMOUNT] per month, with the first payment due on [DATE]. A total of
[NUMBER] payments have been made through and including the payment due on [DATE [. This
loan is current in all respects and the Affiant is not in default.
3. The remaining unpaid principal balance owing on said Note and Mortgage is [AMOUNT], as of
[DATE], and there remain scheduled monthly payments due in the amount of [AMOUNT] each,
and a balloon payment of [AMOUNT] due on [DATE], with [AMOUNT] then remaining unpaid
after said balloon. The next payment in the amount of [AMOUNT] is due on [DATE]. Interest
continues to accrue on said Note and Mortgage at the fixed annual rate of [%].
891
4. No lump sum payments have been made against said balance, nor are there any claims, defenses or
offsets against said Mortgage or Note.
5. The Affiant had the full legal capacity to execute said Note and Mortgage or to assume or take title
to the real property subject to said Mortgage, and is not in bankruptcy or receivership for benefit of
creditors.
6. Affiant has no knowledge of any action or proceeding whatever, which is now pending in any state
or federal court in [COUNTRY] in which the Affiant is a party which affects the real property or
the Note or Mortgage, nor does the Affiant know of any federal or state court judgment, tax lien or
any other lien of any kind or nature whatever which now constitutes a lien or charge upon the
property, Note, or Mortgage, except taxes for the current year and the lien of those certain mortgages
of record in the County and State where the property is located.
7. Affiant has received no notice from any governmental authority requiring any improvement,
alteration or change to be made in and about the property.
8. Affiant has not had any sums escrowed for the payment of taxes or insurance on the property.
9. Affiant further states under penalty of perjury that there has never been any previous transfer or
assignment of the above-described Promissory Note and/or Mortgage to the knowledge of Affiant,
nor has Affiant ever received any notice of assignment or notice of any other interest had by any
other third party in said Note and/or Mortgage; Affiant will hold harmless and protect against any
claims due to misrepresentation hereof.
10. Affiant understands that this affidavit may be relied upon by any third-party for the purpose of
assuming, holding, purchasing, assigning, or satisfying the Promissory Note and Mortgage presently
owed by the Affiant.
11. That said Agreement is intended to be and is an absolute conveyance of the title to said property to
Mortgagor named therein, and was not and is not now intended as a mortgage, trust conveyance or
security of any kind.
12. That it was the intention of Affiant as grantors in said Affidavit to convey, and by said Affidavit
Affiant did convey, to Mortgagor therein, all their right, title and interest absolutely in and to said
property and that possession of said property has been surrendered to Mortgagor.
13. That in the execution and delivery of said Affidavit Affiant was not acting under misapprehension
as to the effect thereof, and acted freely and voluntarily and were not acting under coercion or
duress.
892
14. That at the time of making said Affidavit Affiant believed and now believe that the aforesaid
consideration therefore represented the fair value of said property.
15. That this affidavit is made for the protection and benefit of Mortgagor in said Affidavit, their
successors and assigns, and all other parties hereafter dealing with or who may acquire an interest in
said property.
16. That Affiant will testify, declare, depose or certify before any competent tribunal, officer or person,
in any case now pending or which may hereafter be instituted to the truth of the particular facts set
forth above.
written.
COMPANY AFFIANT
______________________________________
______________________________________
______________________________________
______________________________________
893
ACKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
894
AFFIDAVIT OF NO CREDITORS
State of [STATE/PROVINCE]
City of [CITY]
RECITALS
D. Affiant is the owner of the stock of merchandise located at [address], [city], [state], more
particularly described as follows: [description], which Affiant proposes to sell and transfer to
Company, of [address], [city], [state].
E. This merchandise is not encumbered.
F. Affiant has no creditors.
written.
COMPANY AFFIANT
______________________________________
______________________________________
______________________________________
______________________________________
895
ACKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
896
AFFIDAVIT OF NO LIEN
This Affidavit of No Lien (the “Agreement”) is made and effective [DATE],
RECITALS
10. That Affiant is the [title] of [COMPANY].
11. That said Company is the owner of the improved property known and legally described as follows:
[set forth legal description]
12. That [COMPANY] is not the subject to any bankruptcy, creditor's reorganization or insolvency
proceeding and none are pending, contemplated or threatened.
13. That [COMPANY] has possession of the property and that there is no other person in possession
who has any right in the property.
14. That there are no unrecorded labor, mechanic's or material men’s liens against the property and no
material has been furnished or labor performed on the property which has not been paid in full.
897
15. That there are no unrecorded easements, liens of assessments for sanitary sewers, paving or other
public utilities against said property.
16. That there are no claims whatsoever of any kind or description against any fixtures or equipment
located on the said premises.
17. That there are no existing contracts for sale, options to purchase or unrecorded deeds or mortgages
existing against said property.
18. That this affidavit is made for the purpose of [DESCRIBE].
written.
COMPANY AFFIANT
______________________________________
______________________________________
______________________________________
______________________________________
898
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ACKNOWLEDGMENT
r
i
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State of [state] t
E
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County of [county] v
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On [date] before me, [name of notary], notary, personally appeared [name of person(s) involved], i
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose o
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed n
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the C
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the o
instrument. r
p
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a
Witness my hand and official seal. t
i
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Signature
.
Notary
2
0
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2
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(Seal)
A
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899 r
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©
C
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ADVERTISING AGENCY AGREEMENT r
i
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h
This Advertising Agency Agreement (the "Agreement") is made and effective this [Date]; t
E
n
BETWEEN: [ADVERTISER NAME] (the "Advertiser"), a corporation organized and existing v
under the laws of the [STATE/PROVINCE], with its head office located at: i
s
AND: [AGENCY NAME] (the "Agency"), a corporation organized and existing under the laws of the i
[STATE/PROVINCE], with its head office located at: o
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Agency is in the business of providing advertising agency services for a fee. Advertiser desires to engage o
Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as r
set forth. p
o
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the r
parties hereto agree as follows: a
t
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1. Engagement o
n
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in .
connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's 2
products as follows: 0
0
i. Analyze Advertiser's current and proposed products and services and present and potential 2
markets. .
A
j. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs. l
l
k. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated r
with proposed advertising ideas and programs. i
g
l. Design and prepare, or arrange for the design and preparation of, advertisements. h
t
900 s
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s
m. Perform such other services as Advertiser may request from time to time such as, but not limited
to, direct mail advertising preparation, speech writing, publicity and public relations work,
market research and analysis.
n. Order advertising space, time or other means to be used for publication of Advertiser's
advertisements, at all times endeavoring to secure the most efficient and advantageous rates
available.
o. Proof for accuracy and completeness of insertions, displays, broadcasts, or other forms of
advertisements.
p. Audit invoices for space, time, material preparation and charges.
2. Products
Agency's engagement shall relate to the following products and services of Advertiser: [Products]
3. Exclusivity
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the [Country] for Advertiser
with respect to the products described in Section 2 above.
4. Compensation
f. Agency shall receive an amount equal to [Media Commission Rate] of the gross charges levied
by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-
Media Commission Rate] after volume discount, of the charges of suppliers of services or
properties, such as finished art, comprehensive layouts, type composition, photostats,
engravings, printing, radio and television programs, talent, literary, dramatic and musical works,
records and exhibits, purchased by Agency on Advertiser's authorization during the term of this
Agreement; provided that:
(i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone,
telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and
(ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies
when such rate is less than [Outdoor Advertising Commission Rate].
g. For those items where Agency is not compensated on a commission basis, Advertiser shall pay
Agency on an hourly basis for services provided hereunder. The rate will be determined by the
901
type of services provided and the person or persons providing such services, but in no event shall
the rate exceed [Maximum Hourly Rate]per hour. Advertiser may elect in advance to be charged
on this hourly rate basis. If Advertiser fails to notify Agency of its choice, it shall be presumed
that Advertiser elected to be charged on an hourly rate basis.
h. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior
approval, special projects such as those described in Section 1.F above, Agency shall prepare an
estimate of total charges for any such special project, including therein any charges for materials
or services purchased from outside sources. In the event that Advertiser elects to proceed with
the special project based upon Agency's estimated cost, Agency shall perform the services with
respect to such special project at its estimated cost, subject to modification as mutually agreed
by the parties.
i. For any special project or other services provided by Agency pursuant to this Agreement upon
which the parties have not agreed as to charges, Advertiser shall pay Agency at its regular hourly
rates, not to exceed [Amount] per hour.
j. Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket
expenses incurred in the performance of services pursuant to this Agreement unless expressly
agreed by Advertiser in advance.
5. Billing
f. Agency shall invoice Advertiser for all media costs where possible in advance of Agency's
payment date to allow for prepayment by the Advertiser so that Advertiser may receive the
benefit of any available prepayment or similar discount. For any media purchase or service for
which Agency is not entitled to a commission, Agency shall ensure that the charges to Advertiser
are net of all agency commissions and discounts.
g. Charges for production materials and services shall be billed by Agency upon completion of the
production job or, if cash discounts are available, upon receipt of the supplier's invoice.
h. On all outside purchases other than for media, Agency shall attach to the invoice proof of the
supplier's charges.
i. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and
mechanical work, shall be available to Advertiser, provided that Advertiser meets Agency's
requisite billing terms and there is no outstanding indebtedness of Advertiser to Agency at the
time of the payment to the supplier.
902
j. Rate or billing adjustments shall be credited or charged to Advertiser on the next following
regular invoice date or as soon as otherwise practical.
k. Invoices shall be submitted in an itemized format and shall be paid by Advertiser within
[NUMBER] days of the invoice date.
6. Competitors
During the term of this Agreement, Agency [May Not] accept employment from, render services to,
represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
product or service directly or indirectly competitive with or similar to any product or service of
Advertiser with respect to which the Agency is providing any service pursuant to this Agreement.
7. Cost Estimates
Agency shall not commence work on any project pursuant to this Agreement without first estimating
costs for preparation, including copy, service, layout, art, engraving, typography, processing, paste up
and production. After determining the estimated cost, completion of the work shall be subject to
Advertiser's prior approval.
8. Audit Rights
Agency agrees that following reasonable prior notice any and all contracts, agreements, correspondence,
books, accounts and other information relating to Advertiser's business or this Agreement shall be
available for inspection by Advertiser and Advertiser's outside accountants, at Advertiser's expense.
9. Ownership and Use
d. Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and
all right, title and interest in and to, including copyrights, trade secret, patent and other
intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics,
or other work or thing created by Agency or at Agency's direction for Advertiser pursuant to
this Agreement and utilized by Advertiser.
903
e. Upon termination, Advertiser agrees that any advertising, merchandising, package, plan or idea
prepared by Agency and submitted to Advertiser (whether submitted separately or in
conjunction with or as a part of other material) which Advertiser has elected not to utilize, shall
remain the property of Agency, unless Advertiser has paid Agency for its services in preparing
such item. Advertiser agrees to return to Agency any copy, artwork, plates or other physical
embodiment of such creative work relating to any such idea or plan which may be in Advertiser's
possession at termination or expiration of this Agreement.
f. Materials and advertisements created by Agency pursuant to this Agreement may be used by
Advertiser outside [COUNTRY] without additional compensation, provided that Advertiser
shall be responsible for any additional expense associated with such use, such as charges for
translation and amounts due talent. Agency's obligations in Section 10.A. above shall not apply
with respect to any such foreign use.
10. Indemnification and Insurance
d. Agency shall indemnify and hold Advertiser harmless with respect to any claims, loss, suit,
liability or judgment suffered by Advertiser, including reasonable attorney's fees and costs, based
upon or related to any item prepared by Agency or at Agency's direction, including, but not
limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of
copyright or other intellectual property interest, except where any such claim arises out of
material supplied by Advertiser and incorporated into any materials or advertisement prepared
by Agency. Agency agrees to procure and maintain in force during the term of this Agreement,
at Agency's expense, an advertising agency liability policy or policies having a minimum limit of
at least [Insurance Policy Amount], naming Advertiser as an additional insured and loss payee
under such policy or policies.
e. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss,
liability, damage or judgment suffered by Agency, including reasonable attorney's fees and court
costs, which results from the use by Agency of any material furnished by Advertiser or where
material created by Agency or at the direction of Agency subject to the indemnification in
subsection A. above is materially changed by Advertiser. Information or data obtained by
Agency from Advertiser to substantiate claims made in advertising shall be deemed to be
"material furnished by Advertiser to Agency".
f. In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or
in the event of any court action or other proceeding challenging any advertising prepared by
904
Agency, Agency shall assist in the preparation of the defense of such action or proceeding and
cooperate with Advertiser and Advertiser's attorneys.
11. Term
The term of this Agreement shall commence on [Start Date] and shall continue in full force and effect
until terminated by either party upon at least [NUMBER] days prior written notice, provided that in
no event (except breach) may this Agreement be terminated prior to [Earliest End Date]. The rights,
duties and obligations of the parties shall continue in full force during or following the period of the
termination notice until termination, including the ordering and billing of advertising in media whose
closing dates follow then such period.
12. Rights Upon Termination
c. Upon termination of the Agreement, Agency shall transfer, assign and make available to
Advertiser all property and materials in Agency's possession or subject to Agency's control that
are the property of Advertiser, subject to payment in full of amounts due pursuant to this
Agreement
d. Upon termination, Agency agrees to provide reasonable cooperation in arranging for the
transfer or approval of third party's interest in all contracts, agreements and other arrangements
with advertising media, suppliers, talent and others not then utilized, and all rights and claims
thereto and therein, following appropriate release from the obligations therein.
13. Default
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement,
then the other party may provide written notice of such default and if such default is not cured within
[NUMBER] days of the written notice, then the non-defaulting party may terminate this Agreement.
14. Notices
905
If to Advertiser:
[Advertiser]
[Advertiser's Address]
If to Agency:
[Agency]
[Agency's Address]
15. Headings
meaning or intent.
16. Final Agreement
17. Governing Law
[State/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement as of
the date first above written.
ADVERTISER AGENCY
906
907
AMENDMENT TO SALES CONTRACT
This Amendment to that certain Sales Contract dated [DATE], (the “Sales Contract”), is made [DATE]
WHEREAS, the parties wish to amend certain terms of the Sales Contract; and WHEREAS, certain
capitalized terms not otherwise defined herein are defined in the Sales Contract;
1. Price Change
Section [Specify] of the Sales Contract is hereby amend to provide that the price for the Products shall,
after the date hereof, be the price announced publicly from time to time by Seller, less a 10% discount.
2. Payment
The first sentence of Section [SPECIFY] of the Sales Contract is deleted and replaced by the following
sentence: “Payment in full for all Products shall be made by Buyer within 45 days of receipt of the
applicable invoice from Seller.”
3. Deletion
Section [SPECIFY] of the contract is hereby deleted and is no longer applicable after the date hereof.
908
4. Payment
In consideration for the various accommodations made herein, Buyer shall pay to Seller the sum of
[AMOUNT] simultaneously upon execution of this Amendment.
5. Entire Agreement
This Amendment, together with the Sales Contract, constitutes the final, complete and exclusive
statement of the agreement between the parties pertaining to their subject matter and supersedes any
and all prior and contemporaneous understandings or agreements of the parties.
6. Modification
7. Inconsistency
In the event of any conflict between this Amendment and the Sales Contract, the terms of this
Amendment shall govern.
8. Sales Contract Continuance
Except with respect to the changes effected by this Amendment, the Sales Contract continues to remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on [DATE].
SELLER BUYER
909
910
BILL OF SALE
This Bill of Sale (the ”Agreement”) is made and effective [DATE],
following described goods
Seller warrants and represents that he/she has good title to said property, full authority to sell and
transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances,
liabilities and adverse claims, of every nature and description.
Seller further warrants that it shall sully defend, protect, indemnify and save harmless the Buyer and its
lawful successors and assigns from any and all adverse claim, that may be made by any party against said
goods.
The Buyer acknowledges examining the goods and buying them "as and where is" completely at the
Buyer's risk and promises not to make any claims against the Seller based upon alleged express or implied
representations, warranties or collateral agreements as to the merchantability of the goods or as to their
fitness for any particular purpose or as to their safe use.
911
fitness for a particular purpose. Said goods being in their present condition "as is" and "where is."
Signed, sealed and delivered to the Buyer in the presence of:

BUYER SELLER
912
A SAMPLE OF A BILL OF SALE WITH ENCUMBRANCES .
BILL OF SALE – WITH ENCUMBRANCES
This Bill of Sale (the “Agreement”) is made and effective [DATE],
following described goods:
The Seller warrants that it owns the goods but stipulates that they are being sold subject to the following
encumbrance(s) in the following amount(s):
[ENCUMBRANCE DESCRIPTION - ENCUMBRANCE AMOUNT].
913
BUYER SELLER
914
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BULK SALE AGREEMENT r
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This Bulk Sale Agreement (the “Agreement”) is made and effective [DATE], t
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BETWEEN: [SELLERS NAME] (the “Sellers”) , a corporation organized and existing under the v
laws of the [STATE/PROVINCE], with its head office located at: i
s
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the i
THEREFORE, the parties agree as follows: n
7. AGREEMENT TO SELL C
o
The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of r
goods, wares and merchandise belonging to the Sellers, and now located at [location], together with all p
furniture and fixtures therein, belonging to the Sellers. o
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8. COMPANY CLOSED FOR INVENTORY a
t
Upon the execution and delivery of this contract, properly signed and executed, and the payment of the i
earnest money hereinafter mentioned, the location shall be closed temporarily, and an inventory taken o
immediately, and delivered to the Buyer, at the invoice cost [AMOUNT], without including n
transportation charges or expenses, deducting, however, any depreciation on account of damages, wear .
and tear. 2
0
9. INVOICE VALUATION OR ARBITRATION 0
2
The goods, wares and merchandise and furniture and fixtures shall be inventoried at [location]. .
A
10. TIME TO COMPLETE INVENTORY l
l
Ten days shall be allowed to complete the inventories, upon which date all of the property shall be r
thereupon delivered by the Sellers to the Buyer. i
11. LIQUIDATED DAMAGES g
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All the stipulations, agreements and conditions contained in this contract are to apply to and to bind
the heirs, executors and administrators of the respective parties hereto, and, in case of failure, the parties
bind themselves each to the other in the sum of [AMOUNT], as fixed and settled damages to be paid
by the failing party.
12. DEPOSIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW
The Buyer, in consideration of the premises, shall, upon the execution of this contract, deposit in escrow
in the [NAME] Bank, the sum of [AMOUNT] as earnest money to bind the trade, the sum to be
returned to the Buyer in case the Sellers fail to make good title to the property, and upon the
consummation of the deal and the tender of the Sellers to the Buyer of their certain bill of sale to the
property, showing that the Sellers have complied with all the requirements and conditions of the Bulk
Sales Law of [jurisdiction] and that they will furnish to Buyer a full and complete list of all creditors of
the company, together with the amounts due the creditors, that the creditors shall be immediately paid
in full such amounts as may be due them, and that the total amount shown to be due by the Sellers shall
be deposited in escrow in [name] Bank, until all creditors of the company shall give a release of their
claim against the company, or the individual members thereof, the Buyer shall pay to the Sellers the total
amount of the invoice in cash and the payment shall be accepted in full payment for the property.
BUYER SELLER

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Print Name and Title Print Name and Title o
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October 18, 2022 g
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Contact Name E
Address n
Address2 v
Zip/Postal Code s
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OBJECT: BULK SALES NOTICE
Please take notice that on [Date],[Seller] shall make a bulk sale or transfer of its goods to [Buyer].
To the knowledge of Buyer, the Seller has not done business under any other name during the past three
years. All debts of the Seller shall be paid in full as they fall due as part of this bulk sale.
Creditors are directed to send all bills to:
Name
Address
The sale shall occur ten or more days from the date of receipt of this notice.
Sincerely,
Buyer
Use Registered Mail.
917
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CHECKLIST PARTNERSHIP AGREEMENT r
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1. Name of Partnership E
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2. Names of Partners, Contribution to Capital and Distribution of Profit s
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3. Description of Business r
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2
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4. Commencement Date 0
2
.
A
5. Term of Partnership (if any) l
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6. Place of Business (if any) g
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918
s
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7. Fiscal Year End
8. Accounting/Valuation Principles (seek professional advice)
9. Banking Arrangements
10. Management Duties/Decisions
11. Restrictions on Partners
12. Signing Authority
919
13. Drawing Arrangements
14. Retirement/Death Arrangements
15. Non-Competition Clause?
16. Admission/Expulsion of Partners
17. Voluntary Dissolution of Partnership
18. Dispute Arbitration Clause?
920
COMMITMENT FORM
This Commitment Form (the “Agreement”) is made and effective on [DATE],
BETWEEN: [CLIENT NAME] (the “Client”) , a corporation organized and existing under the laws
AND: [FIRM NAME] (the "Firm"), a corporation organized and existing under the laws of the
WHEREAS, the parties agree to certain terms on services to be performed by the Firm for the Client;
1. TERMS
This commitment form is to serve as Client's written authorization for Firm to perform services and/or
contract with suppliers for the above-described items or services. Client's signature also indicates
understanding of estimates, prices, terms and liability to Firm for said items or services. Alterations or
revisions of above specifications involving extra costs will be executed only upon additional written
orders.
2. DESCRIPTION OF THE SERVICES
The following services are to be performed by the Firm for the Client for the sum of [AMOUNT]:
[DESCRIBE SERVICES]
FIRM CLIENT
921
922
CONDITIONAL SALE AGREEMENT
This Conditional Sale Agreement (the “Sales Contract”), is made and effective [DATE],
BETWEEN: [SELLER NAME], [FULL ADDRESS] (the “Seller”) , a corporation organized and
existing under the laws of [STATE/PRIOVINCE], with its head office located at:
AND: [BUYER NAME], [FULL ADDRESS] (the "Buyer"), a corporation organized and existing
under the laws of [STATE/PRIOVINCE], with its head office located at:
The undersigned Buyer agrees to purchase from Seller the following goods:
[DESCRIBE]
Cash price $
Sales tax (if any) $
Finance charge $
Insurance (if any) $
Other charges (if any) $
Total purchase price $
Less:
Down payment $
Other credits $
Total credits $
Amount financed $
Annual interest rate %
923
The amount financed is payable in [NUMBER] (weekly/monthly) installments of [AMOUNT] each,
commencing one (week/month) from date hereof.
Title to goods is retained by Seller until payment of full purchase price, subject to allocation of payments
and release of security as required by law. The undersigned agrees to keep the goods safely, free from
other liens and at the below address.
The full balance shall become due on default; with the undersigned paying all reasonable attorney fees ©
and costs of collection. Upon default, Seller shall have the right to retake the goods, hold and dispose of C
them and collect expenses, together with any deficiency due from Buyer; but subject to the Buyer's right o
to redeem pursuant to law. p
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE]. y
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SELLER BUYER g
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Authorized Signature Authorized Signature i
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924
2
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A
CONTRACT FOR THE MANUFACTURE
AND SALES OF GOODS
Seller agrees to manufacture and sell to buyer the following goods:
[describe goods and set forth specifications] (the “goods”).
2. PAYMENT
Buyer agrees to pay for the goods as follows: [%] down within [NUMBER] days after execution of this
agreement; [%] within [NUMBER] days after seller notifies buyer of opportunity to inspect and seller’s
intent to make delivery at expiration of [NUMBER] days from notice; and [%] upon delivery. If seller
should regard its prospect of receiving the last payment insecure, it may demand payment prior to
delivery.
3. DELIVERY SCHEDULE
Seller shall commence to manufacture within [NUMBER] weeks following receipt of buyer’s initial
deposit. Subject to the provisions of Section Five, seller will complete such manufacturing and make the
925
goods available for inspection at seller’s plant not later than [DATE]. If buyer’s inspection discloses
defects or adjustments, seller shall have a reasonable time to correct such defects and make such
adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment
inspection. Seller shall within [NUMBER] days of inspection cause the goods to be appropriately
packaged and shipped to [address], [city], [state/province], or to such other destination specified by ©
buyer. Seller shall pay all expenses of packaging and preparations for shipment and buyer shall pay all C
costs of shipment, including insurance on both seller’s and buyer’s respective interests o
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EXCUSE FOR NONPERFORMANCE y
r
Seller’s obligations under this agreement are accepted subject to strikes, labor troubles (including strikes i
or labor troubles affecting any suppliers of seller), floods, fires, acts of God, accidents, delays, shortage g
of cars, contingencies of transportation and other causes of like or different character beyond the control h
of seller. Impossibility of performance by reason of any legislative, executive or judicial act of any t
governmental authority shall excuse performance of or delay in performance of this agreement. E
n
v
4. WARRANTIES AND LIMITATIONS i
s
Seller warrants that the goods shall be delivered free of the rightful claim of any third person by way of i
patent infringement, and if buyer receives notice of any claim of such infringement, it shall, within o
[NUMBER]days, notify seller of such claim. If buyer fails to forward such notice to seller, it shall be n
deem to have released seller from this warranty as to such claim. C
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THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES r
WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. p
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5. ENTIRE AGREEMENT a
t
The parties agree that this constitutes the entire agreement and there are no further items or provisions, i
either oral or otherwise. Buyer agrees that it has not relied upon any representations of seller as to o
prospective performance of the goods, but has relied upon its own inspection and investigation of the n
subject matter. .
2
The parties have executed this agreement at [designate place of execution] the day and year first above 0
written. 0
SELLER BUYER 2
.
A
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927
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CONTRACT FOR THE SALE OF GOODS r
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This Sales Agreement (the “Agreement”) is made on [DATE], (the “Sales Contract”), t
E
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BETWEEN: [SELLER NAME] (the “Seller”), a corporation organized and existing under the laws v
of [STATE/PRIOVINCE], with its head office located at: i
s
i
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AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of C
[STATE/PRIOVINCE], with its head office located at: o
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1. SALE OF GOODS p
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Seller shall sell, transfer and deliver to buyer on or before [date], the following personal property: r
a
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[description of goods] i
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.
2. CONSIDERATION 2
0
Buyer shall accept the goods and pay the sum of [Amount] for the goods. 0
2
.
3. IDENTIFICATION OF GOODS A
l
Identification of the goods to this agreement shall not be deemed to have been made until both buyer l
and seller have specified that the goods in question are to be appropriated to the performance of this r
agreement. i
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4. PAYMENT ON RECEIPT t
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928
s
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Buyer shall make payment for the goods at the time when, and at the place where, the goods are received
by buyer.
OR
INSTALLMENT PAYMENT CLAUSE
Buyer agrees to pay for the [equipment, machinery or the like] in the following manner: the initial
payment payable with this order, and the remaining balance in monthly payments together with
monthly charge for service, all as stated on the face of this agreement; the billing for monthly payments
will commence for each [e.g., machine] when installed ready for buyer’s use, with succeeding payments
on the same day of every month until total price shall have been paid in full.
5. RECEIPT CONSTRUED AS DELIVERY
Goods shall be deemed received by buyer when delivered to buyer at [address], [city], [state/province].
6. RISK OF LOSS
The risk of loss from any casualty to the goods, regardless of the cause, shall be on seller until the goods
have been accepted by buyer.
7. WARRANTY OF NO ENCUMBRANCES
Seller warrants that the goods are now free, and that at the time of delivery shall be free from any security
interest or other lien or encumbrance.
8. WARRANTY OF TITLE
Furthermore, seller warrants that at the time of signing this agreement seller neither knows, nor has
reason to know, of the existence of any outstanding title or claim of title hostile to the rights of seller in
the goods.
9. RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods on arrival and, within [NUMber] business days after
delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or
929
grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer
to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.
written.
SELLER BUYER
930
DISTRIBUTION AGREEMENT
This Distribution Agreement (the” Agreement”), is made and effective [DATE],
BETWEEN: [COMPANY NAME] (the “Company”), a corporation organized and existing under
AND: [DISTRIBUTOR NAME] (the "Distributor"), a corporation organized and existing under the
WHEREAS the Company wishes to market the Products described in Schedule A (the "Products")
through the Distributor, it is agreed as follows:
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such
meanings to be applicable to both the singular and plural forms of the terms defined:
“Agreement” means this agreement, the Schedules attached hereto and any documents included by
reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special
devices manufactured by Company and used in connection with the operation of the Goods.
Accessories may be deleted from or added to Exhibit A and their specifications and design may be
changed by Company at its sole discretion at any time by mailing written notice of such changes to
Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is
sent to Distributor.
“Affiliate means” any company controlled by, controlling, or under common control with Company.
Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or
indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or
hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or
931
more of any class of the voting stock of which Company, or a party described in paragraph (i), owns,
now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is,
now or hereafter, directly or indirectly, in control.
“Customer” means any person who purchases or leases Products from Distributor.
“Delivery Point” means Company's facilities at [FULL ADDRESS]. Delivery point means
Distributor's facilities at [FULL ADDRESS].
“Exhibit” means an exhibit attached to this agreement.
“Goods” means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B
and their specifications and design may be changed by Company at its sole discretion at any time by
mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER]
days following the date notice thereof is sent to Distributor.
“Products” means Goods, Accessories, and Spare Parts.
“Spare Parts means”: (i) all parts and components of the Goods; (ii) any special devices used in
connection with the maintenance or servicing of the Goods. Company warrants that a complete list of
Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their
specifications and design may be changed by Company at its sole discretion at any time by mailing
written notice of such changes to Distributor. Each change shall become effective [NUMBER] days
following the date notice thereof is sent to Distributor.
“Specifications” means those specifications set forth in Exhibit D.
“Territory” means the following geographic area or areas: [SPECIFY].
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or
not registered, used to represent or describe the Products of Company, as set forth in Exhibit E.
2. APPOINTMENT OF DISTRIBUTOR
11.1 Appointment
Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the
Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent
932
its distributors located elsewhere from supplying Products for sale or use within the Territory and that
it has no obligation to do so.
OR
Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory,
and Distributor accepts that position.
a. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or
servicer in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any
Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated
by Distributor for use or resale within the Territory (except pursuant to any agreement effective at
the time this Agreement became applicable to the service so provided), and (iii) shall use its best
efforts to prevent any party other than Distributor from seeking customers for the Products in the
Territory, from establishing any branch related to the distribution of Products in the Territory, or
from maintaining any distribution depot with respect to the Products in the Territory.
b. Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than
a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason
to know at the time of its sale of that Product that such resale was likely to occur, Company shall,
immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale
immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor
[PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale
was contracted, which payment shall represent a recapture of certain advertising and capital
expenditures made by Distributor. Nothing contained in this Section shall affect any other right or
remedy which Distributor may have pursuant to this Agreement.
12. Referrals
If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the
Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause
that Affiliate to, refer such party to Distributor for handling.
13. Relationship of Parties
a. Distributor is an independent contractor and is not the legal representative or agent of Company
for any purpose and shall have no right or authority (except as expressly provided in this Agreement)
to incur, assume or create in writing or otherwise, any warranty over any of Company's employees,
933
all of whom are entirely under the control of Company, who shall be responsible for their acts and
omissions.
b. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof,
maintain full insurance under any Workmen's Compensation Laws effective in the state or other
applicable jurisdiction covering all persons employed by and working for it in connection with the
performance of this Agreement, and upon request shall furnish Company with satisfactory evidence
of the maintenance of such insurance.
c. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal
Social Security Laws and State Unemployment Compensation Laws or other payments under any
laws of similar character in any applicable jurisdiction as to all persons employed by and working for
it.
d. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture
14. Sale of Products by Distributor
Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in
the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of
Products in the Territory.
c. The parties have consulted together and now agree that if Distributor's best efforts are used as
provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will
be purchased and distributed in the Territory during the first year of this Agreement.
d. At the beginning of each subsequent year hereunder the parties will consult together in good
faith and agree on the Annual Market Potential applicable to that year; provided, however, that
if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply
to the current year.
15. Competing Products
Distributor agrees that it will not distribute or represent any Products in the Territory which compete
with the Products during the term of this Agreement or any extensions thereof.
934
Advertising
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any
extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all
times during the term of the distributorship created by this Agreement and any extension thereof,
Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor
to promote the sale of the Products.
c. Distributor shall submit examples of all proposed advertisements and other promotional
materials for the Products to Company for inspection and Distributor shall not use any such
advertisements or promotional materials without having received the prior written consent of
Company to do so.
d. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title
or interest in or to Company's Trademarks.
16. New Products
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture

or
distribute, any product other than the Products, Company shall immediately notify, or cause such
Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may
request from Company distribution rights for that product in the Territory, or any portion thereof, and
if so requested, Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights
to Distributor on
terms and conditions no less favorable than those provided in this Agreement with respect to Products.
If Distributor does not obtain those distribution rights or obtains them only for a portion of the
Territory, and Company or an Affiliate later desires to offer those distribution rights for the Territory
or any portion thereof to another party, Company shall first, or shall cause such Affiliate to first, make
that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer.
That offer shall contain a full description of the subject product and its operation.
Distributor may request, and Company shall promptly provide, or shall cause such Affiliate promptly
to provide, further information concerning the product or the offer. If Distributor fails to accept such
offer, Company or the Affiliate may then offer the product to another party for distribution in the
Territory, but may not offer it on terms and conditions more favorable than those offered to
Distributor. If Company or the Affiliate desires to make a better offer to another party, Company shall
935
first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the
procedure set forth above.
17. Distributor Sales, Service and Storage Facilities
e. Distributor shall, at its expense, engage and maintain a sales, service and parts handling
organization in the Territory, staffed with such experienced personnel as are necessary to enable
distributor to perform its obligations under this Agreement.
f. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable
it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and
other necessary servicing of Products sold by Distributor. To assist Distributor in the discharge
of this service and maintenance function, Company shall provide service and maintenance
training, without charge, to any reasonable number of Distributor's personnel as Distributor
shall designate.
g. Distributor shall, at its expense, at all times store and maintain its inventory of Products in
accordance with current, applicable instructions issued by Company from time to time.
h. Distributor shall, at its expense, deliver one copy of Company's current, applicable operation
and maintenance manual to each Customer at the time of sale and, at that time, Distributor
shall, at its expense, fully explain and demonstrate to the customer the proper method of
operating and maintaining the Products.
i. Distributor shall mail to Company, during the term of the distributorship created by this
Agreement and any extension thereof, prompt written notice of the address of each location at
which products are stored, and the address of each facility established by Distributor to sell and
service the Products. Company may, through its designated agent, inspect all such locations and
facilities and the operations conducted therein at any time during normal business hours.
18. Training of Distributor
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor
information, materials, manuals and other technical documents necessary to enable Distributor to
perform its obligations under this Agreement and, in particular, to carry out the warranty repairs
pursuant to ARTICLE 4 of this Agreement. Throughout the term of this Agreement and any extension
thereof, Company shall continue to give Distributor such technical assistance as Distributor may
936
reasonably request. Distributor shall reimburse Company for all reasonable out-of-pocket expenses
incurred by Company in providing technical assistance.
19. Spare Parts and Accessories
Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of
Goods. No Spare Parts or Accessories not manufactured by Company shall be used in connection with
the Goods unless they have been approved in writing by Company.
Written Technical data, drawings, plans and engineering in technical instructions pertaining to the
Products are recognized by Distributor to be secret and confidential and to be the property of Company.
Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and
shall not, without the prior written consent of Company, (i) be disclosed by Distributor to any person,
firm or corporation, excepting those salaried employees of Distributor who are required to utilize such
items in connection with the sale, inspection, repair or servicing of Products during the term of the
distributorship created by this Agreement or any extension thereof, or (ii) be disclosed to any person,
firm or corporation,
or copied or used by Distributor, its employees or agents at any time following the expiration or
termination of the distributorship created by this Agreement or any extension thereof, except where
such use is necessary in order to maintain or service Products still covered by the warranty provisions of
ARTICLE 4 at the time of such expiration or termination. Company may require as a condition to any
disclosure by Distributor pursuant to this Section that any salaried employee to whom disclosure is to
be made sign a secrecy agreement, enforceable by Company, containing terms satisfactory to Company.
25. TERMS OF PURCHASE AND SALE OF PRODUCTS
a. Distributor shall purchase its requirements for the Products from Company. Such
requirements shall include (i) purchasing and maintaining an inventory of Products that is
sufficient to enable Distributor to perform its obligations hereunder, and (ii) at least one (1)
demonstration model of the Goods and Accessories.
b. Each order for Products submitted by Distributor to Company shall be subject to the
written acceptance of Company, and Company may, in its own discretion, accept or reject
937
any order for Products without obligation or liability to Distributor by reason of its rejection
of any such request.
c. Company shall supply to Distributor sufficient Products to enable Distributor to meet the
full demand for Products in the Territory.
d. All orders for Products transmitted by Distributor to Company shall be deemed to be

accepted by Company at the time such orders are received by Company to the extent that
they are in compliance with the terms of this Agreement and Company shall perform in
accordance with all accepted orders. Company shall confirm its receipt and acceptance of
each order written [NUMBER] days of receipt of the order.
e. Purchases for Resale only. All Products purchased by Distributor shall be purchased solely
for commercial resale or lease, excepting those Products reasonably required by Distributor
for advertising and demonstration purposes.
26. Order Procedure
c. Each order for Products issued by Distributor to Company under this Agreement shall identify
that it is an order and shall further set forth the delivery date or dates and the description and
quantity of Products which are to be delivered on each of such dates. An order for Products
shall not provide a delivery date less than [NUMBER] days after the date that order is delivered
to Company.
d. The individual contracts for the sale of Products formed by Distributor's submission of orders
to Company pursuant to the terms and conditions hereof shall automatically incorporate, to
the extent applicable, the terms and conditions hereof, shall be subject only to those terms and
conditions (together with all terms in orders which are contemplated by this Agreement) and
shall not be subject to any conflicting or additional terms included in any documents exchanged
27. Cancellation of Orders
All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be
confirmed in writing. If Distributor cancels an order, which has been accepted by Company,
Distributor shall reimburse Company for any cost incident to such order incurred by Company prior
to the time it was informed of the cancellation.
938
28. Purchase Price
The prices for Goods, and any discounts applicable thereto, are set forth in Exhibit B. The prices for
Accessories, together with any discounts applicable thereto, are set forth in Exhibit A. The prices for
Spare Parts, together with any discounts applicable thereto, are set forth in Exhibit C. All prices are
F.O.B. the Delivery Point. If the price for any Product is not set forth on Exhibit A, B or C and
Distributor nevertheless orders such a Product from Company, the parties hereby evidence their
intention thereby to conclude a contract for the sale of that Product at a reasonable price to be
determined by the Parties mutually negotiating in good faith.
29. Price Changes
Company reserves the right, in its sole discretion, to change prices or discounts applicable to the
Products. Company shall give written notice to Distributor of any price change at least [NUMBER]
days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice
of such price change shall remain applicable to all orders received by Company prior to that effective
date.
30. Packing
Company shall, at its expense, pack all Products in accordance with Company's standard packing
procedure, which shall be suitable to permit shipment of the Products to the Territory; provided,
however, that if Distributor requests a modification of those procedures, Company shall make the
requested modification and Distributor shall bear any reasonable expenses incurred by Company in
complying with such modified procedures which are in excess of the expenses which Company would
have incurred in following its standard procedures.
31. Delivery: Title and Risk of Loss
All deliveries of Products sold by Company to Distributor pursuant to this Agreement shall be made
F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Company to
Distributor at the Delivery Point. Distributor shall be responsible for arranging all transportation of
Products, but if requested by Distributor, Company shall, at Distributor's expense, assist Distributor in
making such arrangements. Distributor shall also procure insurance for the transportation of the
Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the
event that Company is requested to assist Distributor in arranging for transportation, Distributor shall
reimburse Company
939
for all costs applicable to the Products following their delivery to Distributor, including, without
limitation, insurance, transportation, loading and unloading, handling and storage. Distributor shall pay
all charges, including customs duty and sales tax, incurred with respect to the Products following their
Delivery to the carrier or forwarder.
32. Inspection and Acceptance
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to
determine whether any item or items included in the shipment are in short supply, defective or damaged.
Within [NUMBER] days of receipt of the shipment, Distributor shall notify Company in writing of
any shortages, defects or damage which Distributor claims existed at the time of delivery. Within
[NUMBER] days after the receipt of such notice, Company will investigate the claim of shortages,
defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any
which Company determines, in
its sole discretion, were in short supply, defective or damaged at the time of delivery.
33. Payment
Upon delivery and acceptance of Products, Company may submit to Distributor Company's invoice
for those Products. Distributor shall pay each such proper invoice within [NUMBER] days after
Distributor's receipt of that invoice. Payment shall be made in [CURRENCY] to a bank account to be
notified in writing by Company to Distributor.
35. ARBITRATION
Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled
by arbitration to be held in the [CITY, STATE], in accordance with the law in this jurisdiction, and
judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction
thereof.
36. SECRECY
940
Distributor agrees not to disclose or use, except as required in Distributor's duties, at any time, any
information disclosed to or acquired by Distributor during the term of this contract. Distributor agrees
that all confidential information shall be deemed to be and shall be treated as a sole and exclusive
property of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on [DATE].
PRINCIPAL AGENT
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Authorized Signature Authorized Signature C
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October 18, 2022 i
Contact Name g
Address h
Address2 t
Zip/Postal Code n
v
OBJECT: letter of understanding regarding terms of proposed contract i
s
This will confirm that which we discussed during our telephone conversation earlier today. o
n
It is agreed that your firm, [Name of firm], will provide [Specify] for the [Name of project] while we C
will provide [Specify], to your specifications, and all funds necessary, up to [amount] to complete the o
[Intent]. r
If this meets with your understanding of our conversation, please sign a copy of this letter and return it p
to my office. Upon our receipt of this verified letter, we will forward same to our attorneys for final o
contract drafting and revisions. r
a
It was a pleasure speaking with you, and I hope to join you soon for a toast to our mutual success in the t
[Project]. i
Sincerely, o
n
Your name .
Your title 2
Telephone contact 0
2
941 .
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PARTNERSHIP AGREEMENT r
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PARTNERSHIP AGREEMENT h
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This Partnership Agreement ("Agreement") is made and effective this [Date], v
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BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and i
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existing under the laws of the [STATE/PROVINCE], with its head office located at: o
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AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing r
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under the laws of the [STATE/PROVINCE], with its head office located at: p
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RECITALS t
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A. Partners desire to join together for the pursuit of common business goals. o
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B. Partners have considered various forms of joint business enterprises for their business activities. .
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C. Partners desire to enter into a partnership agreement as the most advantageous business form 0
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for their mutual purposes. 0
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.
D. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE .
2
OR ACT]. A
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In consideration of the mutual promises contained in this agreement, partners agree as follows: l
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1. NAME AND DOMICILE g
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The name of the partnership shall be [name]. The principal place of business shall be at [address], [city],
[state/province], unless relocated by consent of the partners.
2. Purposes
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in
the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or
incidental to or desirable in connection with the foregoing.
3. DURATION OF AGREEMENT
The term of this agreement shall be for [number] years, commencing on [date], and terminating on
[date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of
this agreement.
4. CLASSIFICATION AND PERFORMANCE BY PARTNERS
a. Partners shall be classified as active partners, advisory partners, or estate partners.
b. An active partner may voluntarily become an advisory partner, may be required to become one
dies.
c. If an active partner dies, the partner’s estate will become an estate partner for [number] years. If
d. Only active partners shall have any vote in any partnership matter.
e. At the time of the taking effect of this partnership agreement, all the partners shall be active
f. An active partner, after attaining the age of [age] years, or prior to that age if the [executive
944
g. Any active partner may at any age be required to become an advisory partner at any time if the
the notice.
h. Every active partner shall automatically and without further act become an advisory partner at
i. In the event that an active partner becomes an advisory partner or dies, the partner or the
[describe]
5. CONTRIBUTION
945

a. On a date designated by the Partners and approved by Vote of Partners;
b. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the
proceeds thereof;
946
c. One of the Partners committed an illegal or unapproved action;
d. [OTHER]
9. MEETINGS

6.2 Notices
be transacted.
10. AUTHORITY
or herself.
947
11. SEPARATE DEBTS
13. ACCOUNTING
rectified.
14. DIVISION OF PROFITS AND LOSSES
948
Distribution of profits shall be made on the [day] of [month] each year.
15. ADVANCE DRAWS
16. SALARY
17. RETIREMENT
retirement.
949
the other partners to the discharge of the indebtedness. ©
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22. COVENANT AGAINST REVEALING TRADE SECRETS p
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No partner shall, during the continuance of the partnership or for [number] years after its termination r
by any means, divulge to any person not a member of the firm any trade secret or special information i
employed in or conducive to the partnership business and which may come to the partner’s knowledge g
in the course of this partnership, without the consent in writing of the other partners, or of the other h
partners’ heirs, administrators, or assigns. t
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23. ADDITIONAL CONTRIBUTIONS v
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The partners shall not have to contribute any additional capital to the partnership to that required under s
Article Four, except as follows: (1) each partner shall be required to contribute a proportionate share in i
additional contributions if the fiscal year closes with an insufficiency in the capital account or profits of o
the partnership to meet current expenses; or (2) the capital account falls below [amount] for a period of n
[number] months. C
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24. ARBITRATION p
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If any differences shall arise between or among the partners as to their rights or liabilities under this
agreement, or under any instrument made in furtherance of the partnership business, the difference shall
be determined and the instrument shall be settled by [name of arbitrator], acting as arbitrator, and the
decision shall be final as to the contents and interpretations of the instrument and as to the proper mode
of carrying the provision into effect.
25. ADDITIONS, ALTERATIONS, OR MODIFICATIONS
26. Notices
overnight delivery services at addresses already specified in this Agreement.
27. Headings
meaning or intent.
28. Governing Law
[State/province].
951
952
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PARTNERSHIP DISSOLUTION AGREEMENT rC
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PARTNERSHIP DISSOLUTION AGREEMENT h
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This Partnership Dissolution Agreement ("Agreement") is made and effective this [Date], vh
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BETWEEN: [SELLING PARTNER NAME] (the "Selling Partner"), a corporation organized and in
existing under the laws of the [STATE/PROVINCE], with its head office located at: ov
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AND: [PURCHASING PARTNER NAME] (the "Purchasing Partner"), a corporation organized ro
and existing under the laws of the [STATE/PROVINCE], with its head office located at: p
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RECITALS tp
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A. The parties are partners in the firm of [name], of [address], [city], [state], established for the or
purpose of [specify], under an agreement dated [date]. n
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B. Pursuant to the terms of the partnership agreement, a buy or sell notice was given by Selling 2i
Partner to Purchasing Partner. 0o
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C. The Purchasing Partner has exercised its option to purchase the interest of Selling Partner in and 2.
to the partnership business. .2
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In consideration of the matters described above, and of the mutual benefits and obligations set forth in l0
this agreement, the parties agree as follows: l2
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1. SALE OF INTEREST; PURCHASE PRICE gl
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Selling Partner shall sell its [%] interest in the partnership business, including its [%] interest in all of the
furniture, equipment, and furnishings of the business, stock of merchandise, accounts receivable,
moneys, and all of [Selling Partner name’s] right, title, and interest in and to any and all of the assets of
the partnership, to Purchasing Partner for [amount], to be paid in [number] equal monthly
installments, due on the [specify] day of each month, commencing on [date].
The Purchasing Partner shall and do assume and agrees to pay all of the outstanding debts and
obligations of the partnership business and to perform all of the covenants of the leases on the premises,
and to perform all of the outstanding contracts and agreements required to be performed by the
partnership and agrees to save and hold harmless Selling Partner against any claim or claims that may
arise by reason of such debts, obligations, or covenants, or any other claims except those specifically
mentioned in this agreement.
3. INDEMNIFICATION
The Selling Partner warrants and represents that it has incurred no debts, nor contracted any
obligations, nor incurred any liability in the name of the partnership or for which the partnership would
be liable, other than those debts, obligations, or liabilities as are disclosed in the partnership books of
which Selling Partner has advised the Purchasing Partner. The Selling Partner agrees to indemnify and
save and hold harmless the Purchasing Partner on account of any claims that may be made against the
partnership because of any debt, obligation, or liability which the Selling Partner incurred in the
partnership name or for which the partnership became liable on account of any of [Selling Partner
name’s] actions and of which Selling Partner failed to inform the Purchasing Partner.
The Purchasing Partner agrees to prepare federal and state partnership income tax returns for the
partnership business from [date] to [date], and to supply Selling Partner with copies. Each of the parties
shall pay their individual income taxes, both federal and state, on the income received from such
954
The general taxes and all other tax obligations shall be considered an obligation of the partnership and
are now assumed by the Purchasing Partner.
6. DISSOLUTION
The partnership existing between the parties under the name of [Partnership name] is dissolved and this
agreement constitutes a full and complete accounting and liquidation of the partnership business.
Except as otherwise reserved in this agreement, Selling Partner acknowledges that it has no claim or
demand of any kind or nature against Purchasing Partner. Also except as otherwise reserved in this
agreement, Purchasing Partner acknowledges that it has no claim or demand of any kind against Selling
Partner.
7. Governing Law
IN WITNESS WHEREOF, the parties hereto have executed this Partnership Dissolution Agreement
as of the date first above written.
955
SALES AGENCY AGREEMENT
This Sales Agency Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the
parties hereto agree as follows:
1. RECITALS
a. Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent
for the sale of Principal’s product [if appropriate, add: and other regular-line products and
accessories of Principal] in the following territory: [describe territory].
b. Agent desires to accept such appointment and to perform all the provisions of this
agreement.
2. DURATION
The term of the agency created shall be [period of time], beginning [date], unless sooner terminated.
3. AGENT’S BEST EFFORTS
956
4. NONDISCLOSURE OF PRINCIPAL’S AFFAIRS
Agent agrees to keep confidential such information as Principal may from time to time impart to Agent
regarding Principal’s business affairs and customers. Agent will not, in whole or in part, now or at any
time, disclose such information.
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5. ASSIGNMENT OF AGENT’S INVENTIONS p
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Agent agrees, in view of the confidential information regarding Principal’s business affairs, plans and r
necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of i
the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign g
to Principal, or Principal’s successors or assigns, any inventions or improvements Agent may make h
during the agency with Principal that relate to Principal’s product. Agent also will sign any papers and t
do any acts that may be needed to secure to Principal, or Principal’s successors or assigns, any rights E
relating to such inventions and improvements, including patents in [COUNTRY] and foreign n
countries. v
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6. COMMISSIONS i
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a. Agent, during the term of the agreement, shall receive a commission from the sale of n
Principal’s product [if appropriate, add: and other regular-line products and accessories] C
sold for use in Agent’s territory, whether sold by Agent or by Principal, or others, except as o
provided in this agreement. r
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b. Agent’s commission on sales made pursuant to this agreement shall be as follows: o
[DESCRIBE]. r
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7. SALES SUBJECT TO COMMISSIONS i
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This agreement shall apply to business procured at the time of visits to Agent’s territory by Principal’s n
superintendent, and also to all business subsequently procured either by Agent, Principal’s .
superintendent or other representative of Principal, from customers previously worked within 2
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representative.
sales channels.
958
959
Agent’s account.
960
[treasurer].

961
962
963
product.
34. GOVERNING LAW
written.
PRINCIPAL AGENT
964
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: TERMINATION OF DISTRIBUTION AGREEMENT
Upon acceptance of this letter, [DISTRIBUTOR] will immediately cease selling all of [company]
product, and return to [company] any leftover product remaining at [DISTRIBUTOR]’s facilities.
Any unauthorized sale of [company] product after acceptance of the terms of this agreement will
constitute fraud and trademark violations for which [DISTRIBUTOR] shall be fully liable.
Sincerely,
Your name
Your title
Telephone contact
965
AGREEMENT TO ASSIGN
This Agreement to Assign (the “Agreement”) is made ans effective the [DATE],
BETWEEN: [PROSPECTIVE ASSIGNOR NAME] (the "Prospective Assignor"), a corporation

AND: [PROSPECTIVE ASSIGNEE NAME] (the "Prospective Assignee"), a corporation organized

RECITALS
The parties declare:
A. Prospective Assignor has entered into a lease agreement, as lessor, with [lessee], of [address],
[city], [state], referred to as “lessee.” A copy of the lease agreement, containing a description
of the premises, is attached to this agreement as Exhibit A.
B. Prospective Assignor desires to assign the lease agreement to Prospective Assignee, who will
assume all liabilities and duties as well as all rights of Prospective Assignor pertaining to the
collection of all rents to become due under the lease agreement after the effective date of the
assignment.
1. Prospective Assignor will transfer and assign to Prospective Assignee all right to the
collection of all rents required under the lease agreement provisions in the lease dated [date]
on the premises described as follows: [set forth description contained in lease].
2. The assignment shall become effective on [date], and shall apply to all rents due thereafter
until expiration of the lease agreement term on [date].
966
written.
ASSIGNOR ASSIGNEE
967
ASSIGNMENT OF A CLAIM FOR DAMAGES
This Assignment of a Claim for Damages (the “Assignment”) is made and effective [DATE],
FOR VALUE RECEIVED, the Assignor hereby sells and transfers to the Assignee and its successors,
assigns and personal representatives, any and all claims, demands, and cause or causes of action of any
kind whatsoever which the undersigned has or may have against [name], arising from the following type
claim:
[description]
And the undersigned may in its own name and for its own benefit prosecute, collect, settle, compromise
and grant releases on said claim as it in its sole discretion deems advisable.
written.
968
ASSIGNOR ASSIGNEE
969
ASSIGNMENT OF ASSETS
This Assignment of Assets (the “Assignment”) is made and effective [DATE],
BETWEEN: [STOCKHOLDER NAME] (the "Stockholder"), a corporation organized and

AND: [CORPORATION NAME] (the "Corporation"), a corporation organized and existing under
WHEREAS, on the day of [date], the Corporation was formed by Articles of Incorporation filed with
the Registrar of Companies in and for the [State/Province], and;
Corporation, and;
WHEREAS, Stockholder is desirous of transferring to the Corporation certain assets shown on the
attached Exhibit "A," and the Corporation is desirous of acquiring said assets.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter
entered into, it is agreed as follows:
e. Stockholder does hereby transfer and assign those assets listed on the attached Exhibit "A" to the
Corporation.
f. In consideration for said transfer the Corporation issues to Stockholder [number] shares of
stock in the Corporation, with a par value [price] per share.
written.
970
STOCKHOLDER CORPORATION
971
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ASSIGNMENT OF CONTRACT r
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This Assignment of Contract (the “Assignment”) is made and effective [DATE], t
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BETWEEN: [ASSIGNOR NAME AND ADDRESS], (the "Assignor"), a corporation organized n
and existing under the laws of the [STATE/PROVINCE], with its head office located at: v
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AND: [ASSIGNEE NAME AND ADDRESS], (the "Assignee"), a corporation organized and i
existing under the laws of the [STATE/PROVINCE], with its head office located at: o
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FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers and sets over to Assignee o
all rights, title and interest held by the Assignor in and to the following described contract: r
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[description] o
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3. TERMS t
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a. The Assignor warrants and represents that said contract is in full force and effect and is fully o
assignable. n
.
b. The Assignee hereby assumes and agrees to perform all the remaining and executory 2
obligations of the Assignor under the contract and agrees to indemnify and hold the 0
Assignor harmless from any claim or demand resulting from non-performance by the 0
Assignee. 2
.
c. The Assignee shall be entitled to all monies remaining to be paid under the contract, which A
rights are also assigned hereunder. l
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d. The Assignor warrants that the contract is without modification, and remains on the terms r
contained. i
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e. The Assignor further warrants that it has full right and authority to transfer said contract h
and that the contract rights herein transferred are free of lien, encumbrance or adverse claim. t
s
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f. This assignment shall be binding upon and inure to the benefit of the parties, their
written.
ASSIGNOR ASSIGNEE
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Print Name and Title Print Name and Titl y
ASSIGNMENT OF LIEN r
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This Assignment of Lien (the “Assignment”) is made and effective [DATE], t
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BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under v
s
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AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of n
the [STATE/PROVINCE], with its head office located at: C
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RECITALS o
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In consideration of [amount], receipt of which is hereby acknowledged, the Assignor does hereby assign a
to Assignee the mechanic's lien on the property of [name of property owner], located at [address], [city], t
[state/province], which has been duly recorded in the office of [office], in [Volume], [number], [page], i
a copy of which is attached hereto. o
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2
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Whereas, the intent of this assignment is to transfer to assignee full power to collect that certain sum
secured by said lien, Assignor does hereby appoint assignee his attorney in fact, with full authority to
enforce the lien herein assigned, and to collect and receive the debt secured by said lien, as Assignor
would do if this assignment were not being made. Any costs incurred by the Assignee in enforcing the
assigned lien, shall be borne by the Assignee.
written.
ASSIGNOR ASSIGNEE
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ASSIGNMENT r
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This Assignmentis made and effective [DATE], t
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BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under v
s
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974
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WITNESSETH, that for valuable consideration in hand paid by the Assignee to the Assignor, receipt
of which is hereby acknowledged, the Assignor hereby assigns and transfers to the Assignee all of his
right, title and interest in and to all [description] set forth in [description] that certain Agreement.
interest by any third party.
assigns.
written.
ASSIGNOR ASSIGNEE
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Print Name and Title Print Name and Title r
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF ASSIGNMENT
Dear [Contact name]
You are hereby notified that on [DATE] we have assigned and transferred to [SPECIFY] the following
[SPECIFY] existing between us:
[DESCRIBE]
Please direct any further correspondence (or payments, if applicable) to them at the following address:
[INSERT ADDRESS]
Please contact us should you have any questions, and we thank you for your cooperation.
Sincerely,
Your name
Your title
Telephone contact
976
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THE EMPLOYMENT p
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NATURE OF EMPLOYMENT i
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Employment with [COMPANY NAME] is voluntarily entered into, and the employee is free to resign h
at any time, with or without cause. Similarly, [COMPANY NAME] may terminate the employment t
relationship at will at any time, with or without notice or cause, so long as there is no violation of E
applicable federal or provincial law. n
v
Policies set forth in this handbook are not intended to create a contract, nor are they to be construed to i
constitute contractual obligations of any kind or a contract of employment between [COMPANY s
NAME] and any of its employees. The provisions of the handbook have been developed at the discretion i
of management and, except for its policy of employment-at-will, may be amended or cancelled at any o
time, at [COMPANY NAME] sole discretion. n
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These provisions supersede all existing policies and practices and may not be amended or added to o
without the express written approval of the [NAME OF THE EXECUTIVE GROUP OR TITLE r
AND NAME OF THE PERSON RESPONSIBLE]. p
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2.2EMPLOYEE RELATIONS r
a
[COMPANY NAME] believes that the work conditions, wages, and benefits it offers to its employees t
are competitive with those offered by other employers in this area and in this industry. If employees have i
concerns about work conditions or compensation, they are strongly encouraged to voice these concerns o
openly and directly to their supervisors. n
.
Our experience has shown that when employees deal openly and directly with supervisors, the work 2
environment can be excellent, communications can be clear, and attitudes can be positive. We believe 0
that [COMPANY NAME] amply demonstrates its commitment to employees by responding 0
effectively to employee concerns. 2
In an effort to protect and maintain direct employer/employee communications, we will do anything .
we can to protect the right of employees to speak for themselves. A
2.3EQUAL EMPLOYMENT OPPORTUNITY l
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In order to provide equal employment and advancement opportunities to all individuals, employment
decisions at [COMPANY NAME] will be based on merit, qualifications, and abilities. [COMPANY
NAME] does not discriminate in employment opportunities or practices based on race, color, religion,
sex, national origin, age, or any other characteristic protected by law.
This policy governs all aspects of employment, including selection, job assignment, compensation,
discipline, termination, and access to benefits and training.
Any employees with questions or concerns about any type of discrimination in the workplace are
encouraged to bring these issues to the attention of their immediate supervisor or the [HUMAN
RESOURCES DEPARTMENT OR OTHER]. Employees can raise concerns and make reports
without fear of reprisal. Anyone found to be engaging in any type of unlawful discrimination will be
subject to disciplinary action, up to and including termination of employment.
2.4 BUSINESS ETHICS AND CONDUCT
The successful business operation and reputation of [COMPANY NAME] is built upon the principles
of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires
careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous
regard for the highest standards of conduct and personal integrity.
The continued success of [COMPANY NAME] is dependent upon our customers' trust and we are
dedicated to preserving that trust. Employees owe a duty to [COMPANY NAME], its customers, and
shareholders to act in a way that will merit the continued trust and confidence of the public.
[COMPANY NAME] will comply with all applicable laws and regulations and expects its directors,
officers, and employees to conduct business in accordance with the letter, spirit, and intent of all relevant
laws and to refrain from any illegal, dishonest, or unethical conduct.
In general, the use of good judgment, based on high ethical principles, will guide you with respect to
lines of acceptable conduct. If a situation arises where it is difficult to determine the proper course of
action, the matter should be discussed openly with your immediate supervisor and, if necessary, with
the President, [NAME], for advice and consultation.
Compliance with this policy of business ethics and conduct is the responsibility of every [COMPANY
NAME] employee. Disregarding or failing to comply with this standard of business ethics and conduct
could lead to disciplinary action, up to and including possible termination of employment.
2.5 PERSONAL RELATIONSHIPS IN THE WORKPLACE
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The employment of relatives or individuals involved in a dating relationship in the same area of an
organization may cause serious conflicts and problems with favoritism and employee morale. In
addition to claims of partiality in treatment at work, personal conflicts from outside the work
environment can be carried over into day-to-day working relationships.
For purposes of this policy, a relative is any person who is related by blood or marriage, or whose
relationship with the employee is similar to that of persons who are related by blood or marriage. A
dating relationship is defined as a relationship that may be reasonably expected to lead to the formation
of a consensual "romantic" or sexual relationship. This policy applies to all employees without regard to
the gender or sexual orientation of the individuals involved.
Although [COMPANY NAME] has no prohibition against employing relatives of current employees
or individuals involved in a dating relationship with current employees, we are committed to monitoring
situations in which such relationships exist in the same area. In case of actual or potential problems,
[COMPANY NAME] will take prompt action, and this can include reassignment. Employees in a close
personal relationship should refrain from public workplace displays of affection or excessive personal
conversation.
2.6 CONFLICTS OF INTEREST
Employees have an obligation to conduct business within guidelines that prohibit actual or potential
conflicts of interest. This policy establishes only the framework within which [COMPANY NAME]
wishes the business to operate. The purpose of these guidelines is to provide general direction so that
employees can seek further clarification on issues related to the subject of acceptable standards of
operation. Contact the President for more information or questions about conflicts of interest.
Transactions with outside firms must be conducted within a framework established and controlled by
the executive level of [COMPANY NAME]. Business dealings with outside firms should not result in
unusual gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits,
unusual price breaks, and other windfalls designed to ultimately benefit the employer, the employee, or
both. Promotional plans that could be interpreted to involve unusual gain require specific executive-
level approval.
An actual or potential conflict of interest occurs when an employee is in a position to influence a

decision that may result in a personal gain for that employee or for a relative because of [COMPANY
NAME] business dealings. For the purposes of this policy, a relative is any person who is related by blood
or marriage, or whose relationship with the employee is similar to that of persons who are related by
blood or marriage.
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No "presumption of guilt" is created by the mere existence of a relationship with outside firms. However,
if employees have any influence on transactions involving purchases, contracts, or leases, it is imperative
that they disclose to an officer of [COMPANY NAME] as soon as possible the existence of any actual
or potential conflict of interest so that safeguards can be established to protect all parties.
Personal gain may result not only in cases where an employee or relative has a significant ownership in a
firm with which [COMPANY NAME] does business, but also when an employee or relative receives
any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business
dealings involving [COMPANY NAME].
2.7 OUTSIDE EMPLOYMENT
Employees may hold outside jobs as long as they meet the performance standards of their job with
[COMPANY NAME]. All employees will be judged by the same performance standards and will be
subject to [COMPANY NAME] scheduling demands, regardless of any existing outside work
requirements.
If [COMPANY NAME] determines that an employee's outside work interferes with performance or
the ability to meet the requirements of [COMPANY NAME] as they are modified from time to time,
the employee may be asked to terminate the outside employment if he or she wishes to remain with
[COMPANY NAME].
Outside employment that constitutes a conflict of interest is prohibited. Employees may not receive any
income or material gain from individuals outside [COMPANY NAME] for materials produced or
services rendered while performing their jobs.
2.8 NON-DISCLOSURE
The protection of confidential business information and trade secrets is vital to the interests and the
success of [COMPANY NAME]. Such confidential information includes, but is not limited to, the
following examples:
* compensation data * Pending projects and proposals

* Computer processes * Proprietary production processes
* Computer programs and codes * Research and development strategies
* Customer lists * Scientific data
* Customer preferences * Scientific formulae
* financial information * scientific prototypes
* Labor relations strategies * Technological data
* Marketing strategies * Technological prototypes
* New materials research
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All employees are required to sign a non-disclosure agreement as a condition of employment. Employees
who improperly use or disclose trade secrets or confidential business information will be subject to
disciplinary action, up to and including termination of employment and legal action, even if they do not
actually benefit from the disclosed information.
2.9 DISABILITY ACCOMMODATION
[COMPANY NAME] is ensuring equal opportunity in employment for qualified persons with
disabilities. All employment practices and activities are conducted on a non-discriminatory basis.
Hiring procedures have been reviewed and provide persons with disabilities meaningful employment
opportunities. Upon request, job applications are available in alternative, accessible formats, as is
assistance in completing the application. Pre-employment inquiries are made only regarding an
applicant's ability to perform the duties of the position.
Reasonable accommodation is available to all disabled employees, where their disability affects the
performance of job functions. All employment decisions are based on the merits of the situation in
accordance with defined criteria, not the disability of the individual.
Qualified individuals with disabilities are entitled to equal pay and other forms of compensation (or
changes in compensation) as well as in job assignments, classifications, organizational structures,
position descriptions, lines of progression, and seniority lists. Leave of all types will be available to all
employees on an equal basis.
[COMPANY NAME] is also committed to not discriminating against any qualified employees or
applicants because they are related to or associated with a person with a disability. [COMPANY
NAME] will follow any provincial or local law that provides individuals with disabilities greater
protection.
This policy is neither exhaustive nor exclusive. [COMPANY NAME] is committed to taking all other
actions necessary to ensure equal employment opportunity for persons with disabilities in accordance
with all applicable federal, provincial, and local laws.
2.10 JOB POSTING AND EMPLOYEE REFERRALS
[COMPANY NAME] provides employees an opportunity to indicate their interest in open positions
and advance within the organization according to their skills and experience. In general, notices of all
regular, full-time job openings are posted, although [COMPANY NAME] reserves its discretionary
right to not post a particular opening.
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Job openings will be posted on the employee bulletin board and/or in the e-mail system, and normally
remain open for 15 days. Each job posting notice will include the dates of the posting period, job title,
department, location, grade level, job summary, essential duties, and qualifications (required skills and
abilities).
To be eligible to apply for a posted job, employees must have performed competently for at least 90
calendar days in their current position. Employees who have a written warning on file, or are on
probation or suspension are not eligible to apply for posted jobs. Eligible employees can only apply for
those posted jobs for which they possess the required skills, competencies, and qualifications.
To apply for an open position, employees should submit a job posting application to the [HUMAN
RESOURCES DEPARTMENT OR OTHER] listing job-related skills and accomplishments. It
should also describe how their current experience with [COMPANY NAME] and prior work
experience and/or education qualifies them for the position.
[COMPANY NAME] recognizes the benefit of developmental experiences and encourages employees
to talk with their supervisors about their career plans. Supervisors are encouraged to support employees'
efforts to gain experience and advance within the organization.
An applicant's supervisor may be contacted to verify performance, skills, and attendance. Any staffing
limitations or other circumstances that might affect a prospective transfer may also be discussed.
Job posting is a way to inform employees of openings and to identify qualified and interested applicants
who might not otherwise be known to the hiring manager. Other recruiting sources may also be used to
fill open positions in the best interest of the organization.
[COMPANY NAME] also encourages employees to identify friends or acquaintances that are
interested in employment opportunities and refer qualified outside applicants for posted jobs.
Employees should obtain permission from the individual before making a referral, share their knowledge
of the organization, and not make commitments or oral promises of employment.
An employee should submit the referral's resume and/or completed application form to the [HUMAN
RESOURCES DEPARTMENT OR OTHER] for a posted job. If the referral is interviewed, the
referring employee will be notified of the initial interview and the final selection decision.
3. EMPLOYMENT STATUS AND RECORDS
3.1 EMPLOYMENT CATEGORIES
It is the intent of [COMPANY NAME] to clarify the definitions of employment classifications so that
employees understand their employment status and benefit eligibility.
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Each employee is designated as either NONEXEMPT or EXEMPT from federal and provincial wage
and hour laws. NONEXEMPT employees are entitled to overtime pay under the specific provisions of
federal and provincial laws. EXEMPT employees are excluded from specific provisions of federal and
provincial wage and hour laws. An employee's EXEMPT or NONEXEMPT classification may be
changed only upon written notification by [COMPANY NAME] management.
In addition to the above categories, each employee will belong to one other employment category:
REGULAR FULL-TIME employees are those who are not in a temporary or probation status and who
are regularly scheduled to work [COMPANY NAME] full-time schedule. Generally, they are eligible
for [COMPANY NAME] benefit package, subject to the terms, conditions, and limitations of each
benefit program.
REGULAR PART-TIME employees are those who are not assigned to a temporary or probation status
and who are regularly scheduled to work less than 28 hours per week. While they do receive all legally
mandated benefits (such as Social Security and unemployment insurance), they are ineligible for all of
[COMPANY NAME] other benefit programs.
PROBATION is those whose performance is being evaluated to determine whether further

employment in a specific position or with [COMPANY NAME] is appropriate. Employees who
satisfactorily complete the probation period will be notified of their new employment classification.
CONTRACTUAL employees are those who are hired as interim replacements, to temporarily
supplement the work force, or to assist in the completion of a specific project. Employment assignments
in this category are of a limited duration. Employment beyond any initially stated period does not in any
way imply a change in employment status. Temporary employees retain that status unless and until
notified of a change. While temporary employees receive all legally mandated benefits (such as CSST
and unemployment insurance), they are ineligible for all of [COMPANY NAME] other benefit
programs.
CASUAL employees are those who have established an employment relationship with [COMPANY
NAME] but who are assigned to work on an intermittent and/or unpredictable basis. While they receive
all legally mandated benefits (such as CSST and unemployment insurance), they are ineligible for all of
[COMPANY NAME] other benefit programs.
3.2 ACCESS TO PERSONNEL FILES
983
[COMPANY NAME] maintains a personnel file on each employee. The personnel file includes such
information as the employee's job application, resume, records of training, documentation of
performance appraisals and salary increases, and other employment records.
Personnel files are the property of [COMPANY NAME], and access to the information they contain is
restricted. Generally, only supervisors and management personnel of [COMPANY NAME] who have
a legitimate reason to review information in a file are allowed to do so.
Employees who wish to review their own file should contact the [HUMAN RESOURCES
DEPARTMENT OR OTHER]. With reasonable advance notice, employees may review their own
personnel files in [COMPANY NAME] offices and in the presence of an individual appointed by
[COMPANY NAME] to maintain the files.
3.3 PERSONNEL DATA CHANGES
It is the responsibility of each employee to promptly notify [COMPANY NAME] of any changes in
personnel data. Personal mailing addresses, telephone numbers, number and names of dependents,
individuals to be contacted in the event of emergency, educational accomplishments, and other such
status reports should be accurate and current at all times. If any personnel data has changed, notify the
[HUMAN RESOURCES DEPARTMENT OR OTHER].
3.4 PROBATION PERIOD
The probation period is intended to give new employees the opportunity to demonstrate their ability to
achieve a satisfactory level of performance and to determine whether the new position meets their
expectations. [COMPANY NAME] uses this period to evaluate employee capabilities, work habits, and
overall performance.
All new and rehired employees work on a probation basis for the first 90 calendar days after their date
of hire. Any significant absence will automatically extend the probation period by the length of the
absence. If [COMPANY NAME] determines that the designated probation period does not allow
sufficient time to thoroughly evaluate the employee's performance, the probation period may be
extended for a specified period.
Upon satisfactory completion of the probation period, employees enter the "regular" employment
classification.
During the probation period, new employees are eligible for those benefits that are required by law, such
as unemployment insurance and Social Security. After becoming regular employees, they may also be
eligible for other [COMPANY NAME]-provided benefits, subject to the terms and conditions of each
984
benefits program. Employees should read the information for each specific benefits program for the
details on eligibility requirements.
3.5 EMPLOYMENT APPLICATIONS
[COMPANY NAME] relies upon the accuracy of information contained in the employment
application, as well as the accuracy of other data presented throughout the hiring process and
employment. Any misrepresentations, falsifications, or material omissions in any of this information or
data may result in the exclusion of the individual from further consideration for employment or, if the
person has been hired, termination of employment.
3.6 PERFORMANCE EVALUATION
Supervisors and employees are strongly encouraged to discuss job performance and goals on an informal,
day-to-day basis. Additional formal performance evaluations are conducted to provide both supervisors
and employees the opportunity to discuss job tasks, identify and correct weaknesses, encourage and
recognize strengths, and discuss positive, purposeful approaches for meeting goals.
After the employee has completed his probation period of 3 months, the immediate supervisor evaluates
the performance of the employee and makes necessary adjustments if necessary.
The annual salary review of all employees is based on performance and is evaluated beginning the month
of [MONTH] and effective [MONTH] [DAY] of the current year.
3.7 JOB DESCRIPTIONS
[COMPANY NAME] makes every effort to create and maintain accurate job descriptions for all
positions within the organization. Each description includes a job information section, a job summary
section (giving a general overview of the job's purpose), an essential duties and responsibilities section, a
supervisory responsibilities section, a qualifications section (including education and/or experience,
language skills, mathematical skills, reasoning ability, and any certification required), a physical demands
section, and a work environment section.
[COMPANY NAME] maintains job descriptions to aid in orienting new employees to their jobs,
identifying the requirements of each position, establishing hiring criteria, setting standards for employee
performance evaluations, and establishing a basis for making reasonable accommodations for
individuals with disabilities.
985
The [HUMAN RESOURCES DEPARTMENT OR OTHER] and the hiring manager prepare job
descriptions when new positions are created. Existing job descriptions are also reviewed and revised in
order to ensure that they are up to date. Job descriptions may also be rewritten periodically to reflect any
changes in the position's duties and responsibilities. All employees will be expected to help ensure that
their job descriptions are accurate and current, reflecting the work being done.
Employees should remember that job descriptions do not necessarily cover every task or duty that might
be assigned, and that additional responsibilities may be assigned as necessary. Contact the [HUMAN
RESOURCES DEPARTMENT OR OTHER] if you have any questions or concerns about your job
description.
3.8 SALARY ADMINISTRATION
The salary administration program at [COMPANY NAME] was created to achieve consistent pay
practices, comply with federal and provincial laws, mirror our commitment to Equal Employment
Opportunity, and offer competitive salaries within our labor market. Because recruiting and retaining
talented employees is critical to our success, [COMPANY NAME] is committed to paying its
employees equitable wages that reflect the requirements and responsibilities of their positions and are
comparable to the pay received by similarly situated employees in other organizations in the area.
Compensation for every position is determined by several factors, including job analysis and evaluation,
the essential duties and responsibilities of the job, and salary survey data on pay practices of other
employers. [COMPANY NAME] periodically reviews its salary administration program and
restructures it as necessary. Merit-based pay adjustments may be awarded in conjunction with superior
employee performance documented by the performance evaluation process. Incentive bonuses may be
awarded depending on the overall profitability of [COMPANY NAME] and based on each employee's
individual contributions to the organization.
Employees should bring their pay-related questions or concerns to the attention of their immediate
supervisors, who are responsible for the fair administration of departmental pay practices. The
accounting department is also available to answer specific questions about the salary administration
program.
4. EMPLOYEE BENEFIT PROGRAMS
4.1EMPLOYEE BENEFITS
Eligible employees at [COMPANY NAME] are provided a wide range of benefits. A number of the
programs (such as unemployment insurance) cover all employees in the manner prescribed by law.
986
Benefits eligibility is dependent upon a variety of factors, including employee classification. Your
supervisor can identify the programs for which you are eligible. Details of many of these programs can
be found elsewhere in the employee handbook.
The following benefit programs are available to eligible employees:
Eligible employees are provided with the following benefits (see the [NAME OF YOUR GROUP
INSURANCE COMPANY] benefits program handbook):
* Medical Insurance
* Life Insurance
* Long-Term Disability
The [NAME OF YOUR GROUP INSURANCE COMPANY] benefit programs require

contributions from the employee of [PERCENT] % of the applicable premiums.
4.2 VACATION BENEFITS
Paid annual vacation is available to eligible employees to provide opportunities for rest, relaxation, and
personal pursuits. All employees are eligible to earn and use vacation time as described in this policy:
The amount of paid vacation time employees receive each year increases with the length of their
employment as shown in the following schedule:
• Upon initial eligibility, the employee is entitled to a maximum of [NUMBER] vacation days
each year or one vacation day per month of service to a maximum of [NUMBER] days, if the
employee has less than 1 year of service as of the end of the reference period, which is calculated
from [FROM DATE] to [TO DATE].
• After [NUMBER] years of eligible service, the employee is entitled to [NUMBER] vacation
days each year.
• After [NUMBER] years of eligible service, the employee is entitled to [NUMBER] vacation
days each year.
Once employees enter an eligible employment classification, they begin to earn paid vacation time
according to the schedule. However, before vacation time can be used, a waiting period of 90 calendar
987
days must be completed. After that time, employees can request use of earned vacation time including
that accrued during the waiting period.
Paid vacation time can be used in minimum increments of one day. To take vacation, employees should
request advance approval from their supervisors. Requests will be reviewed based on a number of
factors, including business needs and staffing requirements.
Vacation time off is paid at the employee's pay rate at the time of vacation. It includes overtime or any
special forms of compensation such as incentives, commissions, bonuses, or shift differentials. It does
not include Christmas bonuses or gifts.
As stated above, employees are encouraged to use available paid vacation time for rest, relaxation, and
personal pursuits. In the event that available vacation is not used by the end of the reference period, the
balance of unused vacation [WILL OR WILL NOT] be paid out to the employee.
Upon termination of employment, employees will be paid for unused vacation time that has been
earned through the last day of work.
4.3 HOLIDAYS
[COMPANY NAME] will grant holiday time off to all employees on the holidays listed below:
• [LIST YOUR COUNTRY HOLIDAYS]
[COMPANY NAME] will grant paid holiday time off to all eligible employees immediately upon
assignment to an eligible employment classification. Holiday pay will be calculated based on the
employee's straight-time pay rate (as of the date of the holiday) times the number of hours the employee
would otherwise have worked on that day. Eligible employee classification(s):
• All employees who have worked a minimum of 60 days.
To be eligible for holiday pay, employees must work the last scheduled day immediately proceeding and
the first scheduled day immediately following the holiday.
A statutory holiday that falls on a Saturday will be observed on the preceding Friday or in the case it falls
on a Sunday will be observed on the following Monday.
If a statutory holiday falls during an eligible employee's paid absence (such as vacation or sick leave),
holiday pay will be provided instead of the paid time off benefit that would otherwise have applied.
988
If eligible nonexempt employees work on a recognized holiday, they will receive holiday pay plus wages
at one and one-half times their straight-time rate for the hours worked on the holiday.
Paid time off for holidays will not be counted as hours worked for the purposes of determining overtime.
4.4 WORKERS INSURANCE
[COMPANY NAME] provides [BASIC EMPLOYMENT INSURANCE] insurance program at no

cost to employees. This program covers any injury or illness sustained in the course of employment that
requires medical, surgical, or hospital treatment. Subject to applicable legal requirements, workers'
compensation insurance provides benefits after a short waiting period or, if the employee is hospitalized,
immediately.
Employees who sustain work-related injuries or illnesses should inform their supervisor immediately.
No matter how minor an on-the-job injury may appear, it is important that it be reported immediately.
This will enable an eligible employee to qualify for coverage as quickly as possible.
Neither [COMPANY NAME] nor the insurance carrier will be liable for the payment of workers'
compensation benefits for injuries that occur during an employee's voluntary participation in any off-
duty recreational, social, or athletic activity sponsored by [COMPANY NAME].
4.5 SICK LEAVE BENEFITS
[COMPANY NAME] provides paid sick leave benefits to all eligible employees for periods of
temporary absence due to illnesses or injuries. Eligible employee classification(s):
* Regular full-time employees
Eligible employees will accrue on a pro-rated basis sick leave benefits at the rate of 5 days per year. Sick
leave benefits are calculated based on a "calendar year," the 12-month period that begins when the
employee starts to earn sick leave benefits.
Paid sick leave can be used in minimum increments of one half-day. An eligible employee may use sick
leave benefits for an absence due to his or her own illness or injury, or that of a child, parent, or spouse
of the employee.
Employees who are unable to report to work due to illness or injury should notify their direct supervisor
before the scheduled start of their workday if possible. The direct supervisor must also be contacted on
989
each additional day of absence. If an employee is absent for three or more consecutive days due to illness
or injury, a physician's statement may need to be provided verifying the disability and its beginning and
expected ending dates. Such verification may be requested for other sick leave absences as well and may
be required as a condition to receiving sick leave benefits.
Sick leave benefits will be calculated based on the employee's base pay rate at the time of absence and
will not include any special forms of compensation, such as incentives, commissions, bonuses, or shift
differentials. As an additional condition of eligibility for sick leave benefits, an employee on an extended
absence must apply for any other available compensation and benefits, such as [BASIC
EMPLOYMENT INSURANCE]. Sick leave benefits will be used to supplement any payments that an
employee is eligible to receive from provincial disability insurance, workers' compensation or
[COMPANY NAME]-provided disability insurance programs. The combination of any such disability
payments and sick leave benefits cannot exceed the employee's normal weekly earnings.
Sick leave benefits are intended solely to provide income protection in the event of illness or injury, and
may not be used for any other absence. Unused sick leave benefits will be paid to the active employees
at the end of the calendar year. Employees who quit or that are terminated are not entitled to be paid
any unused sick days upon termination of employment.
4.6 BEREAVEMENT LEAVE
Employees who require taking time off due to the death of an immediate family member should notify
their supervisor immediately.
Paid bereavement leave will be provided to employees having worked 60 calendar days for [COMPANY
NAME]:
a) Five (5) working days in the case of the death of an employee's spouse, child or the
employee's spouse's child.
b) Three (3) working days in the case of the death of an employee's father, mother, sister or
brother.
c) One (1) working day in the case of the death of an employee’s grandfather, grandmother,
uncle, aunt, nephew, niece, son-in-law, daughter-in-law, father-in-law, mother-in-law,
brother-in-law, sister-in-law, grandson, grand-daughter (except the uncle, the aunt, the
brother-in-law, the sister-in-law, the grandfather, the grandmother, the nephew and the
niece of the spouse).
990
Bereavement pay is calculated based on the base pay rate at the time of absence and will not include any
special forms of compensation, such as incentives, commissions, bonuses, or shift differentials. The
employees on leave without balance, of maternity, disease, in preventive withdrawal, parental leave, will
not be able to prevail themselves of this benefit.
Bereavement leave will normally be granted unless there are unusual business needs or staffing
requirements. Employees may, with their supervisors' approval, use any available paid leave for
additional time off as necessary.
4.7 RELOCATION BENEFITS
When [COMPANY NAME] asks employees to relocate to a new area, certain relocation benefits may
be provided to facilitate the transition. Relocation may be available to any eligible transferred employee
who must relocate in order to reside within 45 miles of the new place of work. For specific information
regarding the terms and extent of relocation benefits, discuss with your immediate supervisor.
Employees must request relocation assistance for specific items in advance of the date the expenses are
incurred. [COMPANY NAME] will reimburse expenses only if the employee has received advance
approval, incurs reasonable expenses, and submits satisfactory proof of the expense within 30 calendar
days of the date the expense was incurred.
[COMPANY NAME] extends these relocation benefits in an effort to contribute to the success of every
employee's relocation. However, if an employee separates from [COMPANY NAME] service within
one year of the relocation, the amount of the relocation reimbursement will be considered only a loan.
Accordingly, the employee will be asked to reimburse all relocation expense.
4.8 EDUCATIONAL ASSISTANCE
[COMPANY NAME] recognizes that the skills and knowledge of its employees are critical to the
success of the organization. The educational assistance program encourages personal development
through formal education so that employees can maintain and improve job-related skills or enhance
their ability to compete for reasonably attainable jobs within [COMPANY NAME].
[COMPANY NAME] will provide educational assistance to all eligible employees immediately upon
assignment to an eligible employment classification. To maintain eligibility employees must remain on
the active payroll and be performing their job satisfactorily through completion of each course. Only
Regular full-time employees are eligible for educational assistance.
991
Employees should contact their immediate supervisor or the [HUMAN RESOURCES
DEPARTMENT OR OTHER] for more information or questions about educational assistance.
While educational assistance is expected to enhance employees’ performance and professional abilities,
[COMPANY NAME] cannot guarantee that participation in formal education will entitle the
employee to automatic advancement, a different job assignment, or pay increases.
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4.9 HEALTH INSURANCE
[COMPANY NAME] health insurance plan provides employees and their dependents access to medical
insurance benefits. Employees in the following employment classifications are eligible to participate in
the health insurance plan:
• Regular full-time employees
Eligible employees may participate in the health insurance plan subject to all terms and conditions of
the agreement between [COMPANY NAME] and the insurance carrier.
Details of the health insurance plan are described in the [NAME OF YOUR GROUP INSURANCE
COMPANY] provided at the end of this document. Information on cost of coverage will be provided
in advance of enrollment to eligible employees. Contact the [HUMAN RESOURCES
DEPARTMENT OR OTHER] for more information about health insurance benefits.
4.10 LIFE INSURANCE
Life insurance offers you and your family important financial protection. [COMPANY NAME]
provides a basic life insurance plan for eligible employees.
Accidental Death and Dismemberment (AD&D) insurance provides protection in cases of serious
injury or death resulting from an accident. AD&D insurance coverage is provided as part of the basic
life insurance plan.
Employees in the following employment classifications are eligible to participate in the life insurance
plan:
Eligible employees may participate in the life insurance plan subject to all terms and conditions of the
agreement between [COMPANY NAME] and the insurance carrier. Details of the basic life insurance
plan including benefit amounts are described in the [NAME OF YOUR GROUP INSURANCE
COMPANY] guide provided to eligible employees. Contact the [HUMAN RESOURCES
DEPARTMENT OR OTHER] for more information about life insurance benefits.
4.11 LONG-TERM DISABILITY
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[COMPANY NAME] provides a long-term disability (LTD) benefits plan to help eligible employees
cope with an illness or injury that results in a long-term absence from employment. LTD is designed to
ensure a continuing income for employees who are disabled and unable to work.
Employees in the following employment classifications are eligible to participate in the LTD plan:
Eligible employees may participate in the LTD plan subject to all terms and conditions of the agreement
between [COMPANY NAME] and the insurance carrier NAME OF YOUR GROUP INSURANCE
COMPANY].
Details of the LTD benefits plan including benefit amounts, and limitations and restrictions are
described in the [NAME OF YOUR GROUP INSURANCE COMPANY] provided to eligible
employees. Contact the [HUMAN RESOURCES DEPARTMENT OR OTHER] for more
information about LTD benefits.
4.12 MARRIAGE, MATERNITY AND PARENTAL LEAVE
A. MARRIAGE
One (1) paid working day off is allowed for the marriage of the employee or one of his children. An
employee may take one (1) day leave of absence for the marriage of a parent, brother, sister or child of
joint sound.
B.
C. MATERNITY LEAVE ADMISSIBILITY
• The employee is entitled to a maternity leave according to:

Current Government legislation entitles employees to a combined Maternity/Parental leave, without
pay, of up to 52 weeks. However, during this leave of absence, employees may be eligible to receive
[EMPLOYEMENT INSURANCE] benefits in accordance with [EMPLOYEMENT INSURANCE]
eligibility rules. Employees that wish to benefit from Parental Leave only are entitled to a leave of
absence, without pay, of up to 37 weeks.
• Notice:
• a) The employee must provide in writing to the company, at least three weeks in advance the
date of the beginning of her maternity leave and the date envisaged of her return to work. A
medical certificate attesting of the date envisaged of the birth must accompany the notice.
994
b) The notice can be less than 3 weeks if the medical certificate attests need for the employee to
cease working within a less time. If physical dangers are possible, the employee will be assigned
to other tasks while preserving the rights and preferences connected to her regular position.
•
• Complications:
• If the employee or the child suffers from complications preventing the return to work at the end
of the maternity leave, the employee will have to forward a medical certificate to the company.
The employee will be entitled to a prolongation of her maternity leave, which can reach a 52
weeks maximum including the parental leave.
Return to work:
a) The employee must provide in writing to management the expected date of her return to work
and this, three (3) weeks before returning from his maternity leave or parental.
b) The employee who does not present himself to work five (5) days after the expiration of his
maternity leave or parental leave may be known to have resigned.
c) The direction can require of the employee who returns to work two (2) weeks after her
childbirth, the production of a medical certificate attesting of its sufficient re-establishment to
resume work.
d) At the end of its maternity leave, or parental leave not exceeding 12 weeks, the employee will be
reinstalled in her regular function and it will be entitled to all the advantages of which it would
have profited if she had remained with work.
e) If the regular job of the employee does not exist any more on her return, the direction will
recognize all the rights and preferences that she would have profited at the time from
disappearance of her job if she had then been with work.
•
• Miscarriage:
a) In the event of miscarriage, the employee as soon as possible must deliver to the direction a notice
accompanied by a medical certificate attesting of the miscarriage or the urgency.
b) When a danger of miscarriage requires a stop of work, the employee is entitled to a special
maternity leave of the duration prescribed by the medical certificate, which attests existing
danger.
c) When occurs a miscarriage before the beginning of the twentieth (20th) week preceding the date
envisaged of the childbirth, the employee is entitled to a sick leave.
d) If an employee is confined of a child dead-born after the twentieth (20th) week preceding the
date envisaged of the birth, she is entitled to the maternity leave of eighteen (18) weeks.
•
• Special maternity leave:
• When there is a danger of miscarriage, or a danger to the health of the mother or of the child to
come caused by pregnancy and requiring a stop of work, the employee is entitled to a special
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maternity leave of the duration prescribed by the medical certificate which attests existing
danger and which indicates the date envisaged of the childbirth.
•
• Preventive withdrawal:
When there is a danger of miscarriage, or a danger to the health of the mother or the child to come caused
by the working conditions, the employee must ask to be assigned to tasks not involving such dangers. If
the direction cannot offer other tasks, the employee can then make the request for a preventive
withdrawal. The maternity leave will then begin at the date envisaged from the childbirth.
D.
E. BIRTH OF A CHILD OR ADOPTION
• Two (2) paid working days off during the birth of the employee’s child or of the adoption of a
child (leave of paternity) other that those of joint sound. Moreover, the employee can prevail
himself of a leave without balance of three (3) days. This leave can be split but must be taken in
the 15 following days of the arrival of the child at the house.
5. TIMEKEEPING / PAYROLL
5.1 TIMEKEEPING
Accurately recording time worked is the responsibility of every nonexempt employee. Federal and
state/provincial laws require [COMPANY NAME] to keep an accurate record of time worked in order
to calculate employee pay and benefits. Time worked is all the time actually spent on the job performing
assigned duties.
Altering, falsifying, tampering with time records, or recording time on another employee's time record
may result in disciplinary action, up to and including termination of employment.
If corrections or modifications are made to the time record, both the employee and the supervisor must
verify the accuracy of the changes by initialing the time record.
5.2 PAYDAYS
All employees are paid [PAY FREQUENCY] on every other [DAY OF THE WEEK]. Each paycheck
will include earnings for all work performed through the end of the previous payroll period.
In the event that a regularly scheduled payday falls on a day off such as a weekend or holiday, employees
will receive pay on the last day of work before the regularly scheduled payday.
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Employees may have pay directly deposited into their bank accounts if they provide advance written
authorization to [COMPANY NAME]. Employees will receive an itemized statement of wages when
[COMPANY NAME] makes direct deposits.
5.3 EMPLOYMENT TERMINATION
Termination of employment is an inevitable part of personnel activity within any organization, and
many of the reasons for termination are routine. Below are examples of some of the most common
circumstances under which employment is terminated:
• Resignation - voluntary employment termination initiated by an employee.

• Discharge - involuntary employment termination initiated by the organization.
• Layoff - involuntary employment termination initiated by the organization for non-
disciplinary reasons.
• Retirement - voluntary employment termination initiated by the employee meeting age,
length of service, and any other criteria for retirement from the organization.
5.4 ADMINISTRATIVE PAY CORRECTIONS
[COMPANY NAME] takes all reasonable steps to ensure that employees receive the correct amount of
pay in each paycheck and that employees are paid promptly on the scheduled payday.
In the unlikely event that there is an error for pay, the employee should promptly bring the discrepancy
to the attention of the [CONTROLLER OR OTHER] so that corrections can be made as quickly as
possible.
6. WORK CONDITIONS AND HOURS
6.1 WORK SCHEDULES
The normal work schedule for all employees is 8 hours a day, Monday to Friday. Supervisors will advise
employees of the times their schedules will normally begin and end. Staffing needs and operational
demands may necessitate variations in starting and ending times, as well as variations in the total hours
that may be scheduled each day and week.
Flexible scheduling, or flextime, is available in some cases to allow employees to vary their starting and
ending times each day within established limits. Flextime may be possible if a mutually workable
schedule can be negotiated with the supervisor involved. However, such issues as staffing needs, the
employee's performance, and the nature of the job will be considered before approval of flextime.
Employees should consult their supervisor to request participation in the flextime program.
6.2 USE OF PHONE AND MAIL SYSTEMS
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Personal use of the telephone for long-distance and toll calls is not permitted. Employees should practice
discretion when making local personal calls and may be required to reimburse [COMPANY NAME]
for any charges resulting from their personal use of the telephone.
The use of [COMPANY NAME]-paid postage for personal correspondence is not permitted.
To ensure effective telephone communications, employees should always use an approved greeting and
speak in a courteous and professional manner. Please confirm information received from the caller, and
hang up only after the caller has done so.
6.3 SMOKING
In keeping with [COMPANY NAME] intent to provide a safe and healthful work environment,
smoking is prohibited throughout the workplace. This policy applies equally to all employees,
customers, and visitors.
6.4 MEAL PERIODS
All employees are provided with one meal period of 60 minutes in length each workday. Supervisors will
schedule meal periods to accommodate operating requirements. Employees will be relieved of all active
responsibilities and restrictions during meal periods and will not be compensated for that time.
6.5 OVERTIME
When operating requirements or other needs cannot be met during regular working hours, employees
will be given the opportunity to volunteer for overtime work assignments. All overtime work must
receive the supervisor's prior authorization. Overtime assignments will be distributed as equitably as
practical to all employees qualified to perform the required work.
Overtime compensation is paid to all non-exempt employees in accordance with federal and provincial
wage and hour restrictions. Overtime pay is based on actual hours worked. Time off on sick leave,
vacation leave, or any leave of absence will not be considered hours worked for purposes of performing
overtime calculations. Failure to work scheduled overtime or overtime worked without prior
authorization from the supervisor may result in disciplinary action, up to and including possible
termination of employment.
6.6 USE OF EQUIPMENT
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Equipment essential in accomplishing job duties is often expensive and may be difficult to replace.
When using property, employees are expected to exercise care, perform required maintenance, and
follow all operating instructions, safety standards, and guidelines.
Please notify the supervisor if any equipment, machines, or tools appear to be damaged, defective, or in
need of repair. Prompt reporting of damages, defects, and the need for repairs could prevent
deterioration of equipment and possible injury to employees or others. The supervisor can answer any
questions about an employee's responsibility for maintenance and care of equipment used on the job.
The improper, careless, negligent, destructive, or unsafe use or operation of equipment can result in
disciplinary action, up to and including termination of employment.
6.7 EMERGENCY CLOSING
At times, emergencies such as severe weather, fires or power failures, can disrupt company operations.
In extreme cases, these circumstances may require the closing of a work facility.
When operations are officially closed due to emergency conditions, the time off from scheduled work
will be unpaid. However, with supervisory approval, employees may use available paid leave time, such
as unused vacation benefits.
In cases where an emergency closing is not authorized, employees who fail to report for work will not
be paid for the time off. Employees in essential operations may be asked to work on a day when
operations are officially closed. In these circumstances, employees who work will receive regular pay.
6.8 BUSINESS TRAVEL EXPENSES
[COMPANY NAME] will reimburse employees for reasonable business travel expenses incurred while
on assignments away from the normal work location. All business travel must be approved in advance
by the immediate supervisor.
Employees whose travel plans have been approved should make all travel arrangements through
[COMPANY NAME] travel department. When approved, the actual costs of travel, meals, lodging,
and other expenses directly related to accomplishing business travel objectives will be reimbursed by
[COMPANY NAME]. Employees are expected to limit expenses to reasonable amounts.
Expenses that generally will be reimbursed include the following:
• Airfare or train fare for travel in coach or economy class or the lowest available fare.
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• Car rental fees, only for compact or mid-sized cars.
• Fares for shuttle or airport bus service, where available; costs of public transportation for other
ground travel.
• Taxi fares, only when there is no less expensive alternative.
• Mileage costs for use of personal cars, only when less expensive transportation is not available.
• Cost of standard accommodations in low to mid-priced hotels, motels, or similar lodgings.
• Cost of meals, no more lavish than would be eaten at the employee's own expense.
• Tips, not exceeding 15% of the total cost of a meal or 10% of a taxi fare.
• Charges for telephone calls, fax, and similar services required for business purposes.
• Charges for one personal telephone call each day.
• Charges for laundry and valet services, only on trips of five or more days. (Personal
entertainment and personal care items are not reimbursed.)
Employees are encouraged to use their cellular telephone or calling cards when traveling, as hotel charges
are excessive.
Employees who are involved in an accident while traveling on business must promptly report the
incident to their immediate supervisor. Vehicles owned, leased, or rented by [COMPANY NAME] may
not be used for personal use without prior approval.
Cash advances of $250.00/day to cover reasonable anticipated expenses may be made to employees, after
travel has been approved. Employees should submit a written request to their supervisor when travel
advances are needed.
When travel is completed, employees should submit completed travel expense reports within 30 days.
Reports should be accompanied by receipts for all individual expenses.
Employees should contact their supervisor for guidance and assistance on procedures related to travel
arrangements, travel advances, expense reports, reimbursement for specific expenses, or any other
business travel issues.
Abuse of this business travel expenses policy, including falsifying expense reports to reflect costs not
incurred by the employee, can be grounds for disciplinary action, up to and including termination of
employment.
6.9 VISITORS IN THE WORKPLACE
To provide for the safety and security of employees and the facilities at [COMPANY NAME], only
authorized visitors are allowed in the workplace. Restricting unauthorized visitors helps maintain safety
standards, protects against theft, ensures security of equipment, protects confidential information,
safeguards employee welfare, and avoids potential distractions and disturbances.
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All visitors should enter [COMPANY NAME] at the reception area. Authorized visitors will receive
directions or be escorted to their destination. Employees are responsible for the conduct and safety of
their visitors.
If an unauthorized individual is observed on [COMPANY NAME] premises, employees should

immediately notify their supervisor or, if necessary, direct the individual to the reception area.
6.10 COMPUTER AND E-MAIL USAGE
Computers, computer files, the e-mail system, and software furnished to employees are [COMPANY
NAME] property intended for business use. Employees should not use a password, access a file, or
retrieve any stored communication without authorization. To ensure compliance with this policy,
computer and e-mail usage may be monitored.
[COMPANY NAME] strives to maintain a workplace free of harassment and sensitive to the diversity
of its employees. Therefore, [COMPANY NAME] prohibits the use of computers and the e-mail
system in ways that are disruptive, offensive to others, or harmful to morale.
For example, the display or transmission of sexually explicit images, messages, and cartoons is not
allowed. Other such misuse includes, but is not limited to, ethnic slurs, racial comments, off-color jokes,
or anything that may be construed as harassment or showing disrespect for others.
E-mail may not be used to solicit others for commercial ventures, religious or political causes, outside
organizations, or other non-business matters.
6.11 INTERNET USAGE
Internet access to global electronic information resources on the World Wide Web is provided by
[COMPANY NAME] to assist employees in obtaining work-related data and technology. The
following guidelines have been established to help ensure responsible and productive Internet usage.
While Internet usage is intended for job-related activities, incidental and occasional brief personal use is
permitted within reasonable limits.
All Internet data that is composed, transmitted, or received via our computer communications systems
is considered to be part of the official records of [COMPANY NAME] and, as such, is subject to
disclosure to law enforcement or other third parties. Consequently, employees should always ensure
that the business information contained in Internet e-mail messages and other transmissions is accurate,
appropriate, ethical, and lawful.
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The equipment, services, and technology provided to access the Internet remain at all times the property
of [COMPANY NAME]. As such, [COMPANY NAME] reserves the right to monitor Internet traffic,
and retrieve and read any data composed, sent, or received through our online connections and stored
in our computer systems.
Data that is composed, transmitted, accessed, or received via the Internet must not contain content that
could be considered discriminatory, offensive, obscene, threatening, harassing, intimidating, or
disruptive to any employee or other person. Examples of unacceptable content may include, but are not
limited to, sexual comments or images, racial slurs, gender-specific comments, or any other comments
or images that could reasonably offend someone on the basis of race, age, sex, religious or political beliefs,
national origin, disability, sexual orientation, or any other characteristic protected by law.
The unauthorized use, installation, copying, or distribution of copyrighted, trademarked, or patented

material on the Internet is expressly prohibited. As a rule, if an employee did not create the material,
does not own the rights to it, or has not gotten authorization for its use, it should not be put on the
Internet. Employees are also responsible for ensuring that the person sending any material over the
Internet has the appropriate distribution rights.
Internet users should take the necessary anti-virus precautions before downloading or copying any file
from the Internet. All downloaded files are to be checked for viruses; all compressed files are to be
checked before and after decompression.
Abuse of the Internet access provided by [COMPANY NAME] in violation of law or [COMPANY
NAME] policies will result in disciplinary action, up to and including termination of employment.
Employees may also be held personally liable for any violations of this policy. The following behaviors
are examples of previously stated or additional actions and activities that are prohibited and can result
in disciplinary action:
• Sending or posting discriminatory, harassing, or threatening messages or images

• Using the organization's time and resources for personal gain
• Stealing, using, or disclosing someone else's code or password without authorization
• Copying, pirating, or downloading software and electronic files without permission
• Sending or posting confidential material, trade secrets, or proprietary information outside of the
organization
• Violating copyright law
• Failing to observe licensing agreements
• Engaging in unauthorized transactions that may incur a cost to the organization or initiate
unwanted Internet services and transmissions
• Sending or posting messages or material that could damage the organization's image or
reputation
• Participating in the viewing or exchange of pornography or obscene materials
1002
• Sending or posting messages that defame or slander other individuals
• Attempting to break into the computer system of another organization or person
• Refusing to cooperate with a security investigation
• Sending or posting chain letters, solicitations, or advertisements not related to business purposes
or activities
• Using the Internet for political causes or activities, religious activities, or any sort of gambling
• Jeopardizing the security of the organization's electronic communications systems
• Sending or posting messages that disparage another organization's products or services
• Passing off personal views as representing those of the organization
• Sending anonymous e-mail messages
• Engaging in any other illegal activities
6.12 WORKPLACE MONITORING
Workplace monitoring may be conducted by [COMPANY NAME] to ensure quality control,

employee safety, security, and customer satisfaction.
Employees who regularly communicate with customers may have their telephone conversations
monitored or recorded. Telephone monitoring is used to identify and correct performance problems
through targeted training. Improved job performance enhances our customers' image of [COMPANY
NAME] as well as their satisfaction with our service.
Computers furnished to employees are the property of [COMPANY NAME]. As such, computer usage
and files may be monitored or accessed.
Employees can request access to information gathered through workplace monitoring that may impact
employment decisions. Access will be granted unless there is a legitimate business reason to protect
confidentiality or an ongoing investigation.
Because [COMPANY NAME] is sensitive to the legitimate privacy rights of employees, every effort will
be made to guarantee that workplace monitoring is done in an ethical and respectful manner.
6.13 WORKPLACE VIOLENCE PREVENTION
[COMPANY NAME] is committed to preventing workplace violence and to maintaining a safe work
environment. Given the increasing violence in society in general, [COMPANY NAME] has adopted
the following guidelines to deal with intimidation, harassment, or other threats of (or actual) violence
that may occur during business hours or on its premises.
1003
All employees, including supervisors and temporary employees, should be treated with courtesy and
respect at all times. Employees are expected to refrain from fighting, "horseplay," or other conduct that
may be dangerous to others.
Conduct that threatens, intimidates, or coerces another employee, a customer, or a member of the
public at any time, including off-duty periods, will not be tolerated. This prohibition includes all acts of
harassment, including harassment that is based on an individual's sex, race, age, or any characteristic
protected by federal, provincial, or local law.
All threats of (or actual) violence, both direct and indirect, should be reported as soon as possible to your
immediate supervisor or any other member of management. This includes threats by employees, as well
as threats by customers, vendors, solicitors, or other members of the public. When reporting a threat of
violence, you should be as specific and detailed as possible.
All suspicious individuals or activities should also be reported as soon as possible to a supervisor. Do not
place yourself in peril. If you see or hear a commotion or disturbance near your workstation, do not try
to intercede or see what is happening.
[COMPANY NAME] will promptly and thoroughly investigate all reports of threats of (or actual)
violence and of suspicious individuals or activities. The identity of the individual making a report will
be protected as much as is practical. In order to maintain workplace safety and the integrity of its
investigation, [COMPANY NAME] may suspend employees, either with or without pay, pending
investigation.
Anyone determined to be responsible for threats of (or actual) violence or other conduct that is in
violation of these guidelines will be subject to prompt disciplinary action up to and including
[COMPANY NAME] encourages employees to bring their disputes or differences with other
employees to the attention of their supervisors or the [HUMAN RESOURCES DEPARTMENT OR
OTHER] before the situation escalates into potential violence. [COMPANY NAME] is eager to assist
in the resolution of employee disputes, and will not discipline employees for raising such concerns.
7. EMPLOYEE CONDUCT & DISCIPLINARY ACTION
7.1 EMPLOYEE CONDUCT AND WORK RULES
To ensure orderly operations and provide the best possible work environment, [COMPANY NAME]
expects employees to follow rules of conduct that will protect the interests and safety of all employees
and the organization.
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It is not possible to list all the forms of behavior that are considered unacceptable in the workplace. The
following are examples of infractions of rules of conduct that may result in disciplinary action, up to
and including termination of employment:
• Theft or inappropriate removal or possession of property

• Falsification of timekeeping records
• Working under the influence of alcohol or illegal drugs
• Possession, distribution, sale, transfer, or use of alcohol or illegal drugs in the workplace, while
on duty, or while operating employer-owned vehicles or equipment
• Fighting or threatening violence in the workplace
• Boisterous or disruptive activity in the workplace
• Negligence or improper conduct leading to damage of employer-owned or customer-owned
property
• Insubordination or other disrespectful conduct
• Violation of safety or health rules
• Sexual or other unlawful or unwelcome harassment
• Possession of dangerous or unauthorized materials, such as explosives or firearms, in the
workplace
• Excessive absenteeism or any absence without notice
• Unauthorized use of telephones, mail system, or other employer-owned equipment
• Unauthorized disclosure of business "secrets" or confidential information
• Violation of personnel policies
• Unsatisfactory performance or conduct
7.2 SEXUAL AND OTHER UNLAWFUL HARASSMENT
[COMPANY NAME] is committed to providing a work environment that is free from all forms of
discrimination and conduct that can be considered harassing, coercive, or disruptive, including sexual
harassment. Actions, words, jokes, or comments based on an individual's sex, race, color, national origin,
age, religion, disability, or any other legally protected characteristic will not be tolerated.
Sexual harassment is defined as unwanted sexual advances, or visual, verbal, or physical conduct of a
sexual nature. This definition includes many forms of offensive behavior and includes gender-based
harassment of a person of the same sex as the harasser. The following is a partial list of sexual harassment
examples:
• Unwanted sexual advances.

• Offering employment benefits in exchange for sexual favors.
• Making or threatening reprisals after a negative response to sexual advances.
1005
• Visual conduct that includes leering, making sexual gestures, or displaying of sexually suggestive
objects or pictures, cartoons or posters.
• Verbal conduct that includes making or using derogatory comments, epithets, slurs, or jokes.
• Verbal sexual advances or propositions.
• Verbal abuse of a sexual nature, graphic verbal commentaries about an individual's body,
sexually degrading words, or suggestive or obscene letters or invitations.
• Physical conduct that includes touching, assaulting, or impeding or blocking movements.
Unwelcome sexual advances (either verbal or physical), requests for sexual favors, and other verbal or
physical conduct of a sexual nature constitute sexual harassment when:
(1) submission to such conduct is made either explicitly or implicitly a term or condition of
employment;
(2) submission or rejection of the conduct is used as a basis for making employment
decisions; or,
(3) the conduct has the purpose or effect of interfering with work performance or creating
an intimidating, hostile, or offensive work environment.
If you experience or witness sexual or other unlawful harassment in the workplace, report it immediately
to your supervisor. If the supervisor is unavailable or you believe it would be inappropriate to contact
that person, you should immediately contact the [HUMAN RESOURCES DEPARTMENT OR
OTHER] or any other member of management. You can raise concerns and make reports without fear
of reprisal or retaliation.
All allegations of sexual harassment will be quickly and discreetly investigated. To the extent possible,
your confidentiality and that of any witnesses and the alleged harasser will be protected against
unnecessary disclosure. When the investigation is completed, you will be informed of the outcome of
the investigation.
Any supervisor or manager who becomes aware of possible sexual or other unlawful harassment must
immediately advise the [HUMAN RESOURCES DEPARTMENT OR OTHER] or any member of
management so it can be investigated in a timely and confidential manner. Anyone engaging in sexual
or other unlawful harassment will be subject to disciplinary action, up to and including termination of
employment.
7.3 ATTENDANCE AND PUNCTUALITY
To maintain a safe and productive work environment, [COMPANY NAME] expects employees to be
reliable and to be punctual in reporting for scheduled work. Absenteeism and tardiness place a burden
on other employees and on [COMPANY NAME]. In the rare instances when employees cannot avoid
being late to work or are unable to work as scheduled, they should notify their supervisor as soon as
1006
possible in advance of the anticipated tardiness or absence. Poor attendance and excessive tardiness are
disruptive. Either may lead to disciplinary action, up to and including termination of employment.
7.4 PERSONAL APPEARANCE
Dress, grooming, and personal cleanliness standards contribute to the morale of all employees and affect
the business image [COMPANY NAME] presents to customers and visitors.
During business hours or when representing [COMPANY NAME], you are expected to present a clean,
neat, and tasteful appearance. You should dress and groom yourself according to the requirements of
your position and accepted social standards. This is particularly true if your job involves dealing with
customers or visitors in person.
Your supervisor or department head is responsible for establishing a reasonable dress code appropriate
to the job you perform. Consult your supervisor if you have questions as to what constitutes appropriate
appearance. Where necessary, reasonable accommodation may be made to a person with a disability.
Without unduly restricting individual tastes, the following personal appearance guidelines should be
followed:
• Jeans, bermudas, t-shirt, and shorts do not present appropriate professional attire.
• Unnaturally colored hair and extreme hairstyles, such as spiked hair and shaved heads, do not
present an appropriate professional appearance.
• Offensive body odor and poor personal hygiene is not professionally acceptable.
• Facial jewelry, such as eyebrow rings, nose rings, lip rings, and tongue studs, is not professionally
appropriate and must not be worn during business hours.
• Multiple ear piercings (more than one ring in each ear) are not professionally appropriate and
must not be worn during business hours.
• Visible excessive tattoos and similar body art must be covered during business hours.
7.5 RETURN OF PROPERTY
Employees are responsible for all [COMPANY NAME] property, materials, or written information
issued to them or in their possession or control. Employees must return all [COMPANY NAME]
property immediately upon request or upon termination of employment. Where permitted by
applicable laws, [COMPANY NAME] may withhold from the employee's check or final paycheck the
cost of any items that are not returned when required. [COMPANY NAME] may also take all action
deemed appropriate to recover or protect its property.
1007
7.6 RESIGNATION
Resignation is a voluntary act initiated by the employee to terminate employment with [COMPANY
NAME]. Although advance notice is not required, [COMPANY NAME] requests at least 2 weeks'
written notice of resignation from employees.
Prior to an employee's departure, an exit interview may be scheduled to discuss the reasons for
resignation and the effect of the resignation on benefits.
7.7 SECURITY INSPECTIONS
[COMPANY NAME] wishes to maintain a work environment that is free of illegal drugs, alcohol,
firearms, explosives, or other improper materials. To this end, [COMPANY NAME] prohibits the
possession, transfer, sale, or use of such materials on its premises. [COMPANY NAME] requires the
cooperation of all employees in administering this policy.
Desks, lockers, and other storage devices may be provided for the convenience of employees but remains
the sole property of [COMPANY NAME]. Accordingly, they, as well as any articles found within them,
can be inspected by any agent or representative of [COMPANY NAME] at any time, either with or
without prior notice.
1008
7.8 PROGRESSIVE DISCIPLINE
The purpose of this policy is to state [COMPANY NAME] position on administering equitable and
consistent discipline for unsatisfactory conduct in the workplace. The best disciplinary measure is the
one that does not have to be enforced comes from good leadership and fair supervision at all
employment levels.
[COMPANY NAME] own best interest lies in ensuring fair treatment of all employees and in making
certain that disciplinary actions are prompt, uniform, and impartial. The major purpose of any
disciplinary action is to correct the problem, prevent recurrence, and prepare the employee for
satisfactory service in the future.
Although employment with [COMPANY NAME] is based on mutual consent and both the employee
and [COMPANY NAME] have the right to terminate employment at will, with or without cause or
advance notice, [COMPANY NAME] may use progressive discipline at its discretion.
Disciplinary action may call for any of four steps – verbal warning, written warning, suspension with or
without pay, or termination of employment – depending on the severity of the problem and the number
of occurrences. There may be circumstances when one or more steps are bypassed.
Progressive discipline means that, with respect to most disciplinary problems, these steps will normally
be followed: a first offense may call for a verbal warning; a next offense may be followed by a written
warning; another offense may lead to a suspension; and, still another offense may then lead to
[COMPANY NAME] recognizes that there are certain types of employee problems that are serious
enough to justify either a suspension, or, in extreme situations, termination of employment, without
going through the usual progressive discipline steps.
While it is impossible to list every type of behavior that may be deemed a serious offense, the Employee
Conduct and Work Rules policy includes examples of problems that may result in immediate
suspension or termination of employment. However, the problems listed are not all necessarily serious
offenses, but may be examples of unsatisfactory conduct that will trigger progressive discipline.
By using progressive discipline, we hope that most employee problems can be corrected at an early stage,
benefiting both the employee and [COMPANY NAME].
7.9 PROBLEM RESOLUTION
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[COMPANY NAME] is committed to providing the best possible working conditions for its
employees. Part of this commitment is encouraging an open and frank atmosphere in which any
problem, complaint, suggestion, or question receives a timely response from [COMPANY NAME]
supervisors and management.
[COMPANY NAME] strives to ensure fair and honest treatment of all employees. Supervisors,
managers, and employees are expected to treat each other with mutual respect. Employees are
encouraged to offer positive and constructive criticism.
If employees disagree with established rules of conduct, policies, or practices, they can express their
concern through the problem resolution procedure. No employee will be penalized, formally or
informally, for voicing a complaint with [COMPANY NAME] in a reasonable, business-like manner,
or for using the problem resolution procedure.
If a situation occurs when employees believe that a condition of employment or a decision affecting
them is unjust or inequitable, they are encouraged to make use of the following steps. The employee
may discontinue the procedure at any step.
1. 1. Employee presents problem to immediate supervisor after incident occurs. If supervisor is

unavailable or employee believes it would be inappropriate to contact that person, employee may
present problem to [HUMAN RESOURCES DEPARTMENT OR OTHER] or any other
member of management.
2. Supervisor responds to problem during discussion or after consulting with appropriate

management, when necessary. Supervisor documents discussion.
3. Employee presents problem to [HUMAN RESOURCES DEPARTMENT OR OTHER] if

problem is unresolved.
4. [HUMAN RESOURCES DEPARTMENT OR OTHER] counsels and advises employee,

assists in putting problem in writing and visits with employee's manager(s), if necessary.
5. Employee presents problem to the President in writing.
6. The President reviews and considers problem. The President informs employee of decision and
forwards copy of written response to [HUMAN RESOURCES DEPARTMENT OR OTHER] for
employee's file. The President has full authority to make any adjustment deemed appropriate to resolve
the problem.
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Not every problem can be resolved to everyone's total satisfaction, but only through understanding and
discussion of mutual problems can employees and management develop confidence in each other. This
confidence is important to the operation of an efficient and harmonious work environment, and helps
to ensure everyone's job security.
7.10 WORKPLACE ETIQUETTE
[COMPANY NAME] strives to maintain a positive work environment where employees treat each
other with respect and courtesy. Sometimes issues arise when employees are unaware that their behavior
in the workplace may be disruptive or annoying to others. Many of these day-to-day issues can be
addressed by politely talking with a co-worker to bring the perceived problem to his or her attention. In
most cases, common sense will dictate an appropriate resolution. [COMPANY NAME] encourages all
employees to keep an open mind and graciously accept constructive feedback or a request to change
behavior that may be affecting another employee's ability to concentrate and be productive.
The following workplace etiquette guidelines are not necessarily intended to be hard and fast work rules
with disciplinary consequences. They are simply suggestions for appropriate workplace behavior to help
everyone be more conscientious and considerate of co-workers and the work environment. Please
contact the [HUMAN RESOURCES DEPARTMENT OR OTHER] if you have comments,
concerns, or suggestions regarding these workplace etiquette guidelines.
• Return copy machine and printer settings to their default settings after changing them.
• Replace paper in the copy machine and printer paper trays when they are empty.
• Retrieve print jobs in a timely manner and be sure to collect all your pages.
• Be prompt when using the manual feed on the printer.
• Keep the area around the copy machine and printers orderly and picked up.
• Be careful not to take or discard others' print jobs or faxes when collecting your own.
• Avoid public accusations or criticisms of other employees. Address such issues privately with
those involved or your supervisor.
• Try to minimize unscheduled interruptions of other employees while they are working.
• Communicate by e-mail or phone whenever possible, instead of walking unexpectedly into
someone's office or workspace.
• Be conscious of how your voice travels, and try to lower the volume of your voice when talking
on the phone or to others in open areas.
• Keep socializing to a minimum, and try to conduct conversations in areas where the noise will
not be distracting to others.
• Minimize talking between workspaces or over cubicle walls. Instead, conduct conversations
with others in their workspace.
1011
• Try not to block walkways while carrying on conversations.
• Refrain from using inappropriate language (swearing) that others may overhear.
• Monitor the volume when listening to music, voice mail, or a speakerphone that others can hear.
• Clean up after yourself and do not leave behind waste or discarded papers.
7.11 SUGGESTION PROGRAM
As employees of [COMPANY NAME], you have the opportunity to contribute to our future success
and growth by submitting suggestions for practical work-improvement or cost-savings ideas.
All employees are eligible to participate in the suggestion program.
A suggestion is an idea that will benefit [COMPANY NAME] by solving a problem, reducing costs,
improving operations or procedures, enhancing customer service, eliminating waste or spoilage, or
making [COMPANY NAME] a better or safer place to work. Statements of problems without
accompanying solutions, or recommendations concerning co-workers and management are not
appropriate suggestions.
All suggestions should contain a description of the problem or condition to be improved, a detailed
explanation of the solution or improvement, and the reasons why it should be implemented. If you have
questions or need advice about your idea, contact your supervisor for help.
Submit suggestions to the President and, after review, they will be forwarded to the Direction. As soon
as possible, you will be notified of the adoption or rejection of your suggestion.
Special recognition may be given to employees who submit a suggestion that is implemented.
IF YOU HAVE ANY COMMENTS OR SUGGESTIONS REGARDING THE CONTENT OF

THE EMPLOYEE HANDBOOK, PLEASE DIRECT THEM TO [HUMAN RESOURCES
DEPARTMENT OR OTHER].
WISHING YOU A LONG AND REWARDING CAREER AT [COMPANY NAME]!
1012
EMPLOYMENT AT WILL POLICY
We have today a rapidly changing work environment. Both companies and workers are changing
directions faster than ever. In order to remain competitive there is a greater than ever need for flexibility
and managerial discretion. “At will” employment, which has been “the law of the land” for over a
century, provides the flexibility and discretion we deem necessary for the benefit of everyone at this
company.
Your employment with the company is “at will.” This means that your employment may be terminated
at any time, with or without notice, for any reason, with or without cause. Likewise, you may terminate
your employment at any time, with or without notice, for any reason, with or without cause. As you
can see, “at-will” employment is a two-way street. Nothing in the employee handbook or any other
company document should be understood as creating guaranteed or continued employment,
termination “for cause”, or of any other guaranteed or continued benefits. Only the President has the
authority to make promises with regard to guaranteed or continued employment and any such promises
are only effective if placed in writing and signed by the President.
I acknowledge and understand the “at will” nature of my relationship with the Company.
EMPLOYEE COMPANY
1013
Funeral Leave Policy
1. FULL-TIME EMPLOYEE
The purpose of funeral leave is to provide you with time to attend the funeral of a member of your
family and to handle personal affairs without disrupting your income. Only permanent full-time
employees are eligible for funeral leave benefits, and the benefits become effective after you complete
your training and adjustment period.
Time allowed:
You may be granted up to a [NUMBER]-day leave ([NUMBER] consecutive working days) with pay
in the event of the death of an immediate family member.
Definition of immediate family member:

he term immediate family member is defined as:
❑ Brother
❑ Child
❑ Father
❑ Father-in-law
❑ Husband
❑ Mother
❑ Mother-in-law
❑ Sister
❑ Stepbrother
❑ Stepchild
❑ Stepfather
❑ Stepmother
❑ Stepsister
❑ Wife
1014
Funeral pay:
Your funeral leave pay will be figured at your regular rate of pay.
Leave without pay:

If you are not eligible for funeral leave with pay, you may be given time off without pay in case of a death
in the family. Time off without pay may be arranged to attend the funeral of a close friend. Each day off
will be counted as an absence without pay.
Forfeiture:
You forfeit your rights to funeral leave benefits if you terminate employment before returning to your
assigned position to work at least one workday after you have used funeral leave benefits.
When you are granted funeral leave benefits, it is mandatory that you attend the funeral of the relative
for whom such funeral leave was requested. We reserve the right to ask you to supply the name and
relationship of the deceased and the name of the funeral home that handled the arrangements.
2. HOURLY EMPLOYEES
All hourly employees, subject to the conditions below, will receive funeral leave in the event of a death
in their immediate family. The employee will be compensated for his scheduled work hours from which
he is absent due to the funeral leave, not exceeding eight hours each day, at his regular basic straight time
hourly rate.
The following points will be considered in determining whether an employee will receive pay for funeral
leave:
❑ Employee has to have been continuously employed for [NUMBER] days prior to the death of
someone in his immediate family.
❑ Immediate family is defined as spouse, child, parent, brother, or sister of the employee.
❑ Funeral leave will be granted from work for three consecutive days, including the day of the funeral,
but limited to one day following day of funeral.
❑ The funeral allowance will be paid only for scheduled work time lost and will not be counted in
computing overtime.
❑ No funeral allowance will be paid unless the employee gives reasonable prior notice of his intended
absence from scheduled work and the time and date he intends to return to work.
❑ No funeral allowance will be paid if the employee does not attend the funeral.
❑ Promptly upon return to work, the employee must apply for the funeral allowance. Proof of
relationship to the deceased may be required.
1015
1016
GENERAL SAFETY POLICY
1. Safety – General Policy
Providing safe working conditions and maintaining continuity of employment is of continual concern.
In this regard, it is important that adequate policies and procedures be developed and adhered to in order
to ensure safe, efficient operating conditions, thereby safeguarding employees and facilities.
The Company will not knowingly permit unsafe conditions to exist, nor will it permit employees to
indulge in unsafe acts. Violations of Company rules and regulations will result in disciplinary action.
The Company believes that the safety of employees and physical property can best be ensured by a
meaningful program.
a. Employee
Since the employee on the job is frequently more aware of unsafe conditions than anyone else, employees
are encouraged to make recommendations, suggestions, and criticisms of unsafe conditions to their
immediate supervisor so that they may be corrected.
b. Supervisors
Supervisors are responsible for the working conditions within their department and the plant generally.
A supervisor should remain alert at all times to dangerous and unsafe conditions, so that he/she may
recommend corrective action, discipline employees who habitually create or indulge in unsafe practices,
assess new or changed situations for inherent dangers, and follow up on employee suggestions for
corrective action so that unsafe conditions are not instituted or permitted to exist.
2. Safety Committee Meetings
Company operates in accordance with [CODE] guidelines and as such encourages the employee’s
involvement in company-wide safety committee meetings to be held quarterly. The committee will
specify procedures and actions to be taken in the event of fires, security and other emergencies. Decisions
and recommendations will be communicated via the departmental team meetings.
3. Injuries
1017
All employees are required to immediately report all occupational illnesses or injuries to your supervisor,
no matter how minor, and complete an occupational illness or injury form.
1018
©
GENERAL SAFETY RULES C
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GENERAL SAFETY RULES y
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Your safety is the constant concern of this company. Every precaution has been taken to provide a safe h
workplace. [Name or title of the person in charge of safety] makes regular inspections and holds regular t
safety meetings. [He or she] also meets with management to plan and implement further improvements E
in our safety program. Common sense and personal interest in safety are still the greatest guarantees of n
your safety at work, on the road, and at home. We take your safety seriously and any willful or habitual v
violation of safety rules will be considered cause for dismissal. [Your company] is sincerely concerned i
for the health and well being of each member of the team. s
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The cooperation of every employee is necessary to make this company a safe place in which to work. o
Help yourself and others by reporting unsafe conditions or hazards immediately to your supervisor or n
to a member of the safety committee. Give earnest consideration to the rules of safety presented to you C
by poster signs, discussions with your supervisor, posted department rules, and regulations published in o
the safety booklet. Begin right by always thinking of safety as you perform your job, or as you learn a r
new one. p
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1. Accident reporting a
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Any injury at work – no matter how small – must be reported immediately to your supervisor and i
receive first aid attention. Serious conditions often arise from small injuries if they are not cared for at o
once. n
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2. Specific safety rules and guidelines 0
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To ensure your safety, and that of your coworkers, please observe and obey the following rules and 2
guidelines: .
A
❑ Observe and practice the safety procedures established for the job. l
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❑ In case of sickness or injury, no matter how slight, report at once to your supervisor. In no case
should an employee treat his own or someone else's injuries or attempt to remove foreign
particles from the eye.
❑ In case of injury resulting in possible fracture to legs, back, or neck, or any accident resulting in
an unconscious condition, or a severe head injury, the employee is not to be moved until medical
attention has been given by authorized personnel.
❑ Do not wear loose clothing or jewelry around machinery. It may catch on moving equipment
and cause a serious injury.
❑ Never distract the attention of another employee, as you might cause him or her to be injured.
If necessary to get the attention of another employee, wait until it can be done safely.
❑ Where required, you must wear protective equipment, such as goggles, safety glasses, masks,
gloves, hair nets, etc.
❑ Safety equipment such as restraints, pull backs, and two-hand devices are designed for your
protection. Be sure such equipment is adjusted for you.
❑ Pile materials, skids, bins, boxes, or other equipment so as not to block aisles, exits, fire fighting
equipment, electric lighting or power panel, valves, etc. FIRE DOORS AND AISLES MUST
BE KEPT CLEAR.
❑ Keep your work area clean.
❑ Use compressed air only for the job for which it is intended. Do not clean your clothes with it
and do not fool with it.
❑ Observe smoking regulations.
❑ Shut down your machine before cleaning, repairing, or leaving.
❑ Tow motors and lift trucks will be operated only by authorized personnel. Walk-type lift trucks
will not be ridden and no one but the operator is permitted to ride the tow motors. Do not
exceed a speed that is safe for existing conditions.
❑ Running and horseplay are strictly forbidden.
❑ Do not block access to fire extinguishers.
❑ Do not tamper with electric controls or switches.
❑ Do not operate machines or equipment until you have been properly instructed and authorized
to do so by your supervisor.
❑ Do not engage in such other practices as may be inconsistent with ordinary and reasonable
common sense safety rules.
❑ Report any UNSAFE condition or acts to your supervisor.
❑ HELP TO PREVENT ACCIDENTS.
❑ Use designated passages when moving from one place to another; never take hazardous
shortcuts.
❑ Lift properly—use your legs, not your back. For heavier loads, ask for assistance.
❑ Do not adjust, clean, or oil moving machinery.
❑ Keep machine guards in their intended place.
❑ Do not throw objects.
1020
❑ Clean up spilled liquid, oil, or grease immediately.
❑ Wear hard sole shoes and appropriate clothing. Shorts or mini dresses are not permitted.
❑ Place trash and paper in proper containers and not in cans provided for cigarette butts.
3. Safety checklist
It’s every employee’s responsibility to be on the lookout for possible hazards. If you spot one of the
conditions on the following list – or any other possible hazardous situation – report it to your supervisor
immediately.
❑ Slippery floors and walkways

❑ Tripping hazards, such as hose links, piping, etc.
❑ Missing (or inoperative) entrance and exit signs and lighting
❑ Poorly lighted stairs
❑ Loose handrails or guard rails
❑ Loose or broken windows
❑ Dangerously piled supplies or equipment
❑ Open or broken windows
❑ Unlocked doors and gates
❑ Electrical equipment left operating
❑ Open doors on electrical panels
❑ Leaks of steam, water, oil, etc.
❑ Blocked aisles
❑ Blocked fire extinguishers, hose sprinkler heads
❑ Blocked fire doors
❑ Evidence of any equipment running hot or overheating
❑ Oily rags
❑ Evidence of smoking in non-smoking areas
❑ Roof leaks
❑ Directional or warning signs not in place
❑ Safety devices not operating properly
❑ Machine, power transmission, or drive guards missing, damaged, loose, or improperly placed
4. Safety equipment
1021
Your supervisor will see that you receive the protective clothing and equipment required for your job.
Use them as instructed and take care of them. You will be charged for loss or destruction of these articles
only when it occurs through negligence.
5. Safety shoes
The company will designate which jobs and work areas require safety shoes. Under no circumstances
will an employee be permitted to work in sandals or open-toe shoes.
A reliable safety shoe vendor will visit the company periodically. Notices will be posted prior to the visits.
6. Safety glasses
The wearing of safety glasses by all shop employees is mandatory. Strict adherence to this policy can
significantly reduce the risk of eye injuries.
7. Seat belts
All employees must use seat belts and shoulder restraints (if available) whenever they operate a vehicle
on company business. The driver is responsible for seeing that all passengers in front and rear seats are
buckled up.
8. Good housekeeping
Your work location should be kept clean and orderly. Keep machines and other objects (merchandise,
boxes, shopping carts, etc.) out of the center of aisles. Clean up spills, drips, and leaks immediately to
avoid slips and falls.
Place trash in the proper receptacles. Stock shelves carefully so merchandise will not fall over upon
customer contact.
1022
©
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GRIEVANCE POLICY p
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[Company name] wishes to provide a comfortable, productive, legal and ethical work environment. To i
this end, the company wants you to bring any grievances you have about the work place to the attention g
of your supervisor and, if necessary, to upper-level management. In light of these concerns, we have h
instituted the following grievance procedure: t
If you feel that there is inappropriate conduct or activity on the part of the company, management, its E
employees, vendors, customers, or any other persons or entities related to the company, we request that n
you bring this concern to the immediate attention of your supervisor. Please try to approach your v
supervisor at a time and place that will allow the supervisor to properly listen to your concerns. If you i
have discussed this matter with your supervisor previously and you do not believe that you have received s
a sufficient response, we request that you present your concerns to your supervisor in writing. Please i
indicate what the problem is, those persons involved in the problem, and any suggested solution you o
may have to the problem. n
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If you do not receive a sufficient response to your written complaint within [NUMBER] working days o
from providing it to your supervisor, or if your supervisor is the problem, you should contact the next r
level of supervision, and so on. If you consider the matter an emergency, legal, ethical or safety issue, use p
your best judgment to expedite the complaint process. The company may have a conference with you o
and your supervisor or with both of you individually. If the matter is not resolved after that conference, r
and you believe it still merits attention, it is requested that you immediately place your concerns in a
writing and bring the matter forward to upper-level management. t
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It is the purpose of this grievance procedure to help maintain a positive work environment with respect o
and responsibility towards each other. The grievance procedure is also intended to avoid unnecessary n
employee claims and company legal exposure. The company cannot promise that your specific grievance .
or complaint will result in the action you request or that you will be satisfied with the outcome of the 2
grievance procedure. 0
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J URY D UTY P OLICY
1. Paid Absence
Time off taken for jury duty is treated as a paid absence for up to [time limit] during any one year.
Employees are paid for the time they are absent for jury duty, less the amount they receive for performing
jury duty service.
[The above clause for pay during jury duty should be edited to reflect the jury duty laws in your state.]
2. Advance Notice
Employees must give advance notice of the need for time off for jury duty. A copy of the summons
should accompany the request.
[The above clause for notification of need for jury leave should be edited to reflect the jury duty laws in
your state.]
3. Return to Work
If employees are dismissed from jury duty before the end of the workday, they must report to work for
instructions on whether to return for work for the rest of the workday.
1024
M ILITARY L EAVE P OLICY
It is the policy of [COMPANY] to permit employees to take military leaves of absence.
1. Military Activities
[COMPANY] will grant the employee's request for military leave of absence for [numbeR] days per
year to be used for military training, reserve duty, drills, maneuvers, etc. In addition, if the employee
should be called to active duty, the employee may take active duty leave for up to [time limit – e.g.,
number of days or weeks]. Military leave is only granted to [COMPANY]'s permanent employees.
2. Employment Rights
The employee's employment rights will be preserved while the employee is on military leave. Pay
increases, vacations, and other benefits that would have accrued had the employee not been on military
leave of absence will be given to the employee upon returning to [COMPANY] after the military leave
is over.
3. Reinstatement
Unless circumstances at [COMPANY] change so drastically while the employee is on annual or active
duty military leave that reinstatement is impossible or impractical, when the employee returns to
[COMPANY] after military leave, the employee will either be reinstated to the position the employee
held before taking military leave or be given a similar position with the same seniority, status, and pay, if
in either case the following conditions are met:
1. Proof of honorable discharge from duty.

2. Proof of ability to resume the position.
3. Notice of intention to return is given.
If the employee is unable to return to the same position after annual or active duty military leave,
[COMPANY] will arrange for another position at the same seniority, status and pay.
Notice of intention to return to work must reach [COMPANY] within [number] days of the
employee's discharge from military duty.
4. Annual Vacation Leave
1025
Annual military leave of absence is in addition to any annual vacation leave the employee is entitled to.
[COMPANY] will not make deductions from annual vacation leave for time spent on annual military
leave.
5. Nondiscrimination
[COMPANY] makes it a policy not to discriminate in any way against employees who are members of
the military. The employee's job will not be in jeopardy if a military leave of absence is requested or
taken. In addition, the employee will not be discharged by [COMPANY] for one year after returning
from military leave without just cause.
1026
ON -D ISCRIMINATION P OLICY S TATEMENT
1. Overall, Policy
It is the policy of [Company name] (the “Company”) to maintain a working environment free of all
forms of unlawful discrimination. In recognition of the importance of good employee relations, all
applicants are extended an equal opportunity to gain employment and all employees are extended an
equal opportunity to progress in their field of endeavor.
2. Equal Opportunity
The Company affords equal opportunity to all employees and prospective employees without regard to
race, color, sex, religion, age, marital status, disability, veteran status or national origin in the following
employment practices: recruitment, hiring, placement, transfer, promotion, demotion, selection for
training, layoff, termination, determination of service, rate of pay, benefit plans, compensation, and
other personnel actions.
3. Disability
The Company will not discriminate against any employee or applicant for employment because of
disability in regard to any position for which the employee or applicant for employment is qualified.
4. Complaint Procedure
Any individual, whether an employee or applicant for employment who believes that he or she has been
discriminated against unlawfully should bring any complaint to [Name of appropriate person] person
in the [Name of appropriate department] Department. Complaints may be lodged in writing or in
person. Persons who file complaints will be advised, as is appropriate, regarding any investigation, action
or resolution of the problem.
5. Consequences
The Company will not tolerate any form of discrimination and will take appropriate disciplinary action,
including possibly termination, of any person determined to have engaged in unlawful conduct under
this policy.
6. No Retaliation
1027
The Company will not retaliate nor discriminate against any employee or applicant because he or she
has opposed any unlawful employment practice or filed a charge of employment discrimination,
testified, assisted, or participated in any manner in an investigation, proceeding, or hearing related to
employment practices.
1028
O VERTIME POLICY GUIDANCE
All payments given to an employee as remuneration for employment must be included in calculating
the employee’s regular rate, except those which [ACT] specifically says may be excluded.
Of course, if a payment is not compensation for employment, then it is not a part of the employee’s
wages. On the other hand, if a payment is excludable by the [ACT], then it may be ignored when
figuring the employee’s regular rate and overtime pay, even though it is remuneration for employment.
This chart is not all-inclusive. Although it is an extensive listing of payments that will be confronted in
payroll computations, any other payment that is remuneration for employment and not a statutory
exclusion must be considered as wages, just as any other payment which qualifies for a statutory
exclusion may be eliminated from the wage category.
1. Employee payments that must be included in calculating regular rates
Absence pay if absence is:

• for personal reasons
• for Christmas shopping (unless customary in industry or area)
• for visit with friend passing through town
• to obtain mortgage on home
Board and lodging furnished by employer if not excluded under union contract
Bonuses for:
• accuracy of work
• attendance
• continuation of employment relationship
• production
• quality of work
Commissions
Guarantees paid to pieceworkers
Housing and lodging furnished by employer if not excluded under union contract
Incentive bonuses
1029
Lump-sum overtime pay
Contest prizes for:
• attendance
• cooperation
• courtesy
• efficiency
• number of overtime hours worked
• production
• quality of work
• sales stimulation
Lunch expenses of employee paid by employer
Meals furnished by employer if not excluded under union contract
Merchandise furnished free at company stores (food, clothing, household articles)
On-call pay
Patent payments, if employer solicited invention
Piecework earnings
Production bonuses
Rent of employee’s living quarters paid by employer if not excluded under union contract
Rest-period premiums (but only if they are paid more often than occasionally)
Salary increases:
• current
• retroactive
Shift differentials for
• night shift
• second shift
• swing shift
1030
• third shift
Transportation, not incident of employment, furnished by employer
Traveling expenses of employee to and from work which are paid by employer
Utilities furnished by employer for employee’s personal use if not excluded under union contract
Wage increases:
• current
• retroactive
Wages for hours worked (whether productive or not), including:
• commissions
• day wages
• hourly guarantees to pieceworkers
• hourly wages
• job wages
• non-cash wages
• piecework earnings
• salaries
• shift differentials
2. Employee payments that may be excluded in calculating regular rates
Absence pay for infrequent or unpredictable absences (see also idle-time pay) caused by:
• funeral of family member

• holiday
• jury service
• sickness
• vacation
Board, lodging, or other facilities excluded under union contract
Bonuses:
1031
• Christmas
• discretionary with employer
• percentage of total wages
Call-back pay covering idle time

Daily overtime pay of any amount for:
• hours in excess of [NUMBER]

• hours in excess of reasonable daily standard
Day-of-rest pay at time and one-half
Death benefits paid from welfare fund
Director’s fees
Disability benefits paid from welfare fund
Disaster relief payments
Discretionary bonuses (discretionary with employer)
Expense reimbursements for:
• equipment
• material
• tools which employer is required to furnish
• travel expenses in connection with employer’s business
• uniforms which employer requires employee to wear
Gifts
Health and welfare plan contributions by employer
Holiday pay for:
o idle time if equivalent to regular earnings

o time worked if at time and one-half
1032
Hospital expenses paid from welfare fund
Idle-time pay (see also Absence pay) due to:
• call-back pay & show-up pay

• machinery breakdown
• supplies failing to arrive
• weather conditions making it impossible to work
Insurance paid from welfare fund
Loan to employee which is not deducted from wages
Locker facilities
Medical care on the job
Medical services and hospitalization required by workmen’s compensation laws
Parking space furnished by employer
Pension plan contributions by employer
Percentage-of-total-wage bonuses
Post-shift pay:
o at time and one-half if full shift not exceeding 8 hours is not worked
o of any amount if full shift is worked
Pre-shift pay at time and one-half for shifts not exceeding 8 hours
Prize given to employee for recommending a sales prospect
Profit-sharing payments qualifying under administrative regulations

Recreational facilities furnished by employer
Rest-period premiums (but only if they are paid occasionally)
Restroom facilities
1033
Retirement benefits paid from welfare fund
Royalties
Savings plan payments qualifying under administrative regulations
Seventh-day pay at time and one-half
Severance pay
Show-up pay covering idle time
Sick pay
Stock denoting contingent interest
Suggestion awards for suggestions that casually occur to employee and require no work
Sunday pay:
• at time and one-half for Sunday work as such

• of any amount if for excess daily or weekly hours
Supper money given to employee who works late
Talent fees paid to radio and television performers and announcers
Tips, if no agreement on wage status
Transportation incidental to employment
Traveling expenses of business trip by employee
Truck or car rental paid to employee for use of their conveyance
Tuition for independent schooling outside working hours
Vacation pay
Veteran’s subsistence allowances
Voting time pay
Weekly overtime pay of any amount for:
• hours in excess of statutory straight-time workweek

• hours in excess of reasonable weekly standards
1034
Welfare fund benefits received by employee:
• death benefits
• disability benefits
• hospitalization
• medical care
• retirement benefits
Welfare plan contributions by employer made irrevocably to trustee or third person to
provide:
• death benefits
• disability benefits
• hospitalization
• medical care
• retirement benefits
Workers’ compensation
3. Overtime Policy Guidance
• Consider staggering work periods

• Communicate your staggered workweek
If you are going to adjust overtime pay to take advantage of the offsets the law provides,
make that very clear in your policy and routinely communicate that information. Unless the
perception is addressed, employees may challenge the practice unnecessarily as well as feel a
lack of candor on the part of their employer.
• Don’t treat overtime as a privilege

Your policy should stress that overtime is not a benefit – it is only to be authorized when
business demands it. In no instance should overtime be authorized solely at the request of
the employee or awarded as a privilege.
• Don’t be casual about unreported time

Prohibit in writing and enforce actively a prohibition against “casual work time“ and
unreported time. Pay for all time and discipline abusers immediately after the fact.
• Don’t unintentionally support unreported time
1035
Through management development and supervisory training, aim to dispel the belief that
the “good” employee is the one who comes in a little early or stays a little late just to help out
and does not report the time.
• Have a clear policy on mandatory overtime

If overtime is to be mandatory when requested, state that fact throughout the hiring process
and include a statement to be signed by the employee acknowledging an understanding of
the company policy regarding mandatory overtime. Even with such a policy, there may be
occasions where certain mitigating circumstances, such as illness or death in the employee’s
immediate family, can and should be exceptions. Document all exceptions to policy.
• Don’t fail to include on-call pay in overtime calculations

Pay for time during which an employee holds himself ready for call to work must be
included in the regular-rate computation.
• Don’t average hours worked in two or more weeks

Each workweek must be treated as a separate unit in computing pay.
• Do not negotiate side agreements with employees to avoid paying overtime

Employees cannot waive their rights to overtime compensation granted them by the federal
law, except where the government supervises the voluntary payment of wages due or sues
on behalf of the employees. Employees cannot agree that their overtime hours may be paid
at a lower rate. Agreements to “kick back” overtime pay and agreements to conceal overtime
hours are invalid. Even though employees have agreed to such arrangements, they can still
recover the overtime pay specified in the [ACT], possibly by suing you at some point in the
future.
1036
PAID TIME OFF POLICY
This company does not believe it is good business practice to pay employees for being sick. Very often
sick days are abused or are the result of poor health habits. Instead, we provide regular full-time
employees, who have completed their introductory period, with [NUMBER] days of personal leave for
every [NUMBER] months of continuous employment without absence. This “wellness day” may be
used by you at any time, for any reason, with reasonable notice to your supervisor. Accumulation of
personal wellness days will be capped at [NUMBER] days per year and are not an accrued benefit.
Personal wellness leave benefits do not accrue during extended leaves of absence or during vacation.
PTO banking provides you with more flexibility to use your time off to meet personal needs, while
recognizing your individual responsibility to manage your paid time off.
With PTO banking, you will accumulate a specified amount of time each pay period, and you will
determine how you will use it – for vacation, illness, attendance of children, school activities,
medical/dental appointments, personal business or emergencies. The amount of time earned will
depend on the length of your service with the company.
PTO banking does not replace the company holiday schedule; we will continue to have compensated
holidays each year.
1. ELIGIBILITY
You are eligible to participate in the PTO banking program if you are a regular status employee
scheduled to work at least [Number] hours per week. Part-time employees working more than
[Number] hours per week accrue PTO on a prorated basis, depending on the number of hours worked.
2. DEPOSITS INTO YOUR LEAVE ACCOUNT
The amount of PTO you accrue each year is based on your length of service and accrues according to
the Accrual Schedule for Full Time Employees chart below. PTO is accrued as you work. You will not
accrue PTO time while you are on an unpaid leave of absence or long-term disability.
3. ACCRUAL SCHEDULE FOR FULL TIME EMPLOYEES
Years of Service Days Accrued Hours Accrued Maximum Annual Accrual

(Hours)
1037
4. MAXIMUM TIME ACCUMUALTED
Although you may carry over unused PTO time from year to year, there is a maximum, or cap amount
of PTO time you can accumulate. This encourages you to use your PTO and allows the company to
manage its financial obligations responsibly. Once you reach your cap, you will not accumulate any
more PTO until you use some of the time in your account. After your balance goes below your
maximum, you begin accruing PTO again. Maximum accrual is equal to one- and one-half times the
annual PTO allotment.
5. TERMINATION
You will be paid for all accrued and unused PTO when you leave the company.
6. MANAGEMENT OF PTO
You are responsible for managing your paid time off. It is important that you plan ahead for how you
will use your PTO account. This means developing a plan for taking your vacations, as well as doctor's
appointments and personal business. It also means holding some time in "reserve" for the unexpected,
such as emergencies and illnesses. The amount you reserve for illness should depend on your personal
health and sick leave history.
7. MINIMUM INCREMENTS OF PTO
The minimum amount of PTO you can take at one time depends on whether you are an exempt or non-
exempt status employee. If you are non-exempt, you may not take less than [Number] hours off at a
time. If you are an exempt status employee you must take PTO in increments of not less than one full
day.
8. TYPES OF LEAVE TIME OFF NOT DEDUCTED
Time off taken for certain leaves of absence such as jury duty, bereavement and workers compensation,
according to the company policy, will not be charged against your PTO account. Please check with your
immediate supervisor regarding these circumstances.
9. NOTICE AND SCHEDULING
1038
Unless you are ill, you are required to notify your supervisor in advance of your intent to take PTO and
get approval for the time off. This allows for you and your manager/supervisor to prepare for your time
off and assure our staffing needs are met.
There may be occasions, such as sudden illness, when you can not notify your supervisor in advance. In
those situations, you should inform your supervisor of your circumstances as soon as possible.
10. RECORDING PAID TIME OFF
The company has instituted the use of a PTO tracking system to keep a record of your account balance
and the amount of time taken off each pay period. This system requires the completion of an Absence
Report for all time taken off from your regular work schedule. We are required to track absence for time
off for illness, work related illness/injury, or the attendance of school related activities for legal
compliance reasons. The amount of leave time accrued, used and available will appear on your paycheck
stub.
11. TRANSITION PROVISIONS
Most employees will start the new PTO banking system with an account balance consisting of all
accrued old sick, personal, and vacation time. You will not lose any days if you come into the plan with
a balance greater that your PTO cap. Employees who have hours over the maximum will continue to
accrue PTO time and have one year to use time in excess of the maximum accrual.
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P ERSONAL L EAVE P OLICY
The following company policy statement is for personal leave. Generally, personal leave is granted
without pay, but without loss of credit for the employee’s length of service with the company. Not all
companies allow employees to retain their service credit, however.
A personal leave of absence without pay may be granted an employee at the discretion of the company.
A personal leave of absence is defined as an absence of [NUMBER] weeks or longer. It is not our general
policy to grant personal leaves of absence and such leaves will be granted only under unusual
circumstances. A personal leave of absence is not available instead of medical leave.
Granting of such a leave depends on the review of the merits of each case, including the effect the
employee’s absence will have on the workload of the other employees. Probationary employees are not
generally eligible for leaves of absence. An employee must have one year of continuous employment
before such a leave will be considered.
Applications for leaves of absence may be granted or rejected as dictated by the judgment of [name of
person who approves requests].
Salary and benefits are not payable to an employee while the employee is on a personal leave of absence,
with the exception of company-paid term life insurance that is continued for eligible employees for
[NUMBER] year of a leave of absence. Health insurance may be continued if the employee pays the full
premium at the group rate. Although employees do not accrue benefits while on leave, those benefits
accrued up to the time the employee started the leave will be retained.
The employee’s exact position, tour of duty, or work area may not be guaranteed upon return from a
personal leave of absence; however, all efforts will be made to place the employee in the first available
similar job with similar pay. The employee’s date of initial employment will be adjusted to reflect the
time spent on personal leave.
It is the employee’s responsibility to return to work on the date the leave of absence expires. Should the
employee fail to return and fail to notify [name of person who should receive requests] of a request for
an extension, we will assume that the employee does not intend to rejoin the company and will consider
the employee to have resigned from employment. A request for extension of a leave of absence must be
in writing and must be received at least [NUMBER] working days prior to the expiration of a leave.
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: P OLICY L ETTER ON V EHICLE E XPENSE

R EIMBURSEMENT

It is essential that any of our personnel who drive company and personal vehicles in connection with
company business maintain a thorough record of any expenses incurred. It is our desire to be certain
that you are reimbursed for any expenditure that you make in this regard, and your good record keeping
will make this possible.
Receipts must be submitted for gasoline purchases, parking expenses and repairs. In addition, we will
require your daily record of the number of miles driven, the odometer reading, before and after, and the
amount of time spent driving. This information should be contained in your weekly report to [Name].
Thank you very much for your cooperation in this matter.
Sincerely,
Your name
Your title
Telephone contact
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[Y OUR C OMPANY ' S ] P RIVACY IN THE W ORKPLACE
P OLICY
1. Polygraph Testing
Some jobs at [Company name] fall within the exception to the prohibition against using polygraph tests
for employment screening.
If the employee is applying for, transferring to or being considered for promotion to a job for which
polygraph testing is required, the employee will be notified in advance that polygraph testing is a
requirement of the job. Before any test is administered the employee will receive notice of the date, time
and place, as well as a list of questions to be asked.
In addition, if the employee is under suspicion in connection with an ongoing investigation of economic
loss (theft or embezzlement, for example) at [Company name], the employee will be notified that a
polygraph test is required and what the employee's rights are with respect to the test.
Refusal to submit to a legitimately requested polygraph test may be used as grounds for discharge.
2. Monitoring
The employee's work output, whether it be paperwork, computer files, products, customer calls or
customer interaction, belongs to [Company name]. As such, that work output is always subject to
review by [Company name], whether it is stored electronically, on paper or in any other form. In
addition, business equipment, including computers, desks and lockers belong to [Company name] and
are subject to search or investigation.
3. E-Mail and Computers
E-mail and other computer files provided by [Company name] are to be used for business purposes only.
Use of [Company name] computer equipment for personal reasons is strictly prohibited and all
computer pass codes must be available to [Company name] at all times. [Company name] reserves the
right to enter, search and monitor the computer files or e-mail of any employee, without advance notice,
for business purposes, such as investigating theft, disclosure of confidential business or proprietary
information, personal abuse of the system or monitoring workflow or productivity.
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POLYGRAPH CONSENT
Name:
Date of Polygraph Examination:
I voluntarily agree to a polygraph examination on the above date.
A company representative has advised me of the following:
I am guaranteed by law the right not to take this examination as a condition of employment or continued
employment.
I have not been coerced in any way into either taking this test or signing this consent agreement. This
act is entirely voluntary on my part.
I have retained a copy of this agreement for my records.
EMPLOYEE COMPANY
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POST-EMPLOYMENT REFERENCE POLICY
It is the policy of [Company name] only to provide prospective employers with references regarding
former employees who have worked for the company within the past three years.
It is the policy of [Company name] only to provide prospective employers with the dates of
employment, final job position and final salary of a former employee. All references are to be given by
[The personnel department] only.
If the former employee is required to provide a prospective employer with additional information by
way of reference, the employee must sign a form that holds the company and the prospective employer
harmless from any statements or documents published related to that reference.
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PREGNANCY/MATERNITY LEAVE POLICY
To be eligible for a pregnancy leave of absence, the employee must be a non-temporary, full-time female
employee.
1. Maximum Length of Leave
The maximum length of pregnancy leave allowed is [number] weeks. If the employee needs a longer
leave due to medical complications, the employee should notify [COMPANY] as soon as possible. The
additional leave will be treated the same as any other medical or disability leave.
2. Written Requests
A written request for pregnancy leave must be submitted within a reasonable time. The employee must
submit a written doctor's statement, indicating the anticipated delivery date. The employee should
inform [COMPANY] of the expected duration of her pregnancy leave so that [COMPANY] may plan
around the absence efficiently until her return.
3. Transfers
An employee requesting pregnancy leave may also ask for a transfer to another less strenuous or less
hazardous position if so desired. The request must be in writing and must state the reason for the
transfer.
4. Paid Leave
[COMPANY] provides for paid pregnancy leave for the period of [time limit – e.g., number of days or
weeks]. The employee may use any accumulated paid sick days and/or paid vacation days to extend her
pregnancy leave beyond the paid leave period. The employee will be paid for those designated days.
5. Medical Incapacity
At her option, the employee may continue to work up to the delivery date, depending upon the
employee's medical circumstances and the nature of the employee's job. In the event the employee is
physically incapable of performing her regular job duties at any time during her pregnancy, the employee
may request that the employee be placed on pregnancy leave. An advance notice of a minimum of
[number] week should be given, accompanied by a statement from the employee's physician attesting
to the employee's incapacitation.
1045
6. Benefits
While an employee is away from work on an approved pregnancy leave of absence, she continues to
participate in [COMPANY]'s company employee benefit programs. [COMPANY] will endeavor to
return the employee to the same or equal job she had before taking pregnancy leave. Although
[COMPANY] does not guarantee a return to the identical job, the employee will suffer no loss in
seniority.
1046
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P ROGRESSIVE D ISCIPLINE P OLICY y
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Purpose h
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1. To establish rules pertaining to employee conduct, performance, and responsibilities so that all E
personnel can conduct themselves according to certain rules of good behavior and good conduct. n
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2. The purpose of these rules is not to restrict the rights of anyone, but rather to help people work i
together harmoniously according to the standards we have established for efficient and courteous s
service for our customers. i
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3. Reasonable rules concerning personal conduct of employees are necessary if the facility is to n
function safely and effectively. You will be kept informed of department rules and changes to those C
rules by your supervisor or department head. o
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4. The company believes that you want to, and will, do a good job if you know what is required to p
perform your job properly. Your supervisor is responsible for ensuring that you know what is o
expected of you in your job. Further, it is company policy that employees be given ample r
opportunity to improve in their job performance. a
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Policy o
n
Degrees of discipline are generally progressive and are used to ensure that the employee has the .
opportunity to correct his or her performance. There is no set standard of how many oral warnings must 2
be given prior to a written warning or how many written warnings must precede termination. Factors 0
to be considered are: 0
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❑ How many different offenses are involved .
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❑ The seriousness of the offense
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❑ The time interval and employee response to prior disciplinary action(s)
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❑ Previous work history of the employee
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Exceptions
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1047 s
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For serious offenses, such as fighting, theft, insubordination, threats of violence, the sale or possession
of drugs or abuse of alcohol on company property, etc., termination may be the first and only
disciplinary step taken. Any step or steps of the disciplinary process may be skipped at the discretion of
[company name] after investigation and analysis of the total situation, past practice, and circumstances.
In general, several oral warnings should, at the next infraction, be followed by a written warning,
followed at the next infraction by discharge. This is especially true in those cases where the time interval
between offenses is short and the employee demonstrates a poor desire to improve his/her performance.
Penalties for Specific Offenses
Penalties for Group 1:
❑ First offense: Oral or written reprimand

❑ Second offense: Suspension or termination
Group 1 Offenses include:
❑ knowingly filling out time sheet of another employee

❑ having one's sheet filled out by another employee, or unauthorized altering of a time sheet
❑ being tardy habitually without reasonable cause
❑ being absent without notification or excuse
❑ leaving your job or your regular working place during working hours for any reason without
authorization from your supervisor, except for lunch, rest periods and going to the
restrooms
❑ disorderly conduct on company property
❑ immoral conduct or indecency on company property
❑ leaving work before end of shift or not being ready to go to work at the start of shift
❑ interfering with the work of other employees
❑ inefficiency or lack of application of effort on the job
❑ violations of company policies outlined in sections of this policy manual
❑ contributing to unsanitary conditions or poor housekeeping
❑ imperiling the safety of other employees
❑ malicious gossip and/or the spreading of rumors
Penalties for Group 2:
❑ First offense: Suspension or termination

Group 2 Offenses include:
1048
❑ gambling on company property
❑ possession of narcotics, or consuming narcotics on company property
❑ reporting for work in an intoxicated condition
❑ responsibility for instigating fighting on company property
❑ dishonesty or removal of another employee's property or company property without
permission
❑ willful destruction of company property
❑ insubordination (Refusal to perform service connected with an employee's immediate
supervisor or refusal to obey any reasonable order given by an employee's supervisor or by
management)
❑ misrepresentation of physical condition or other important facts in seeking employment
❑ refusal to perform work assigned to an employee
❑ absence for two consecutive working days without notification to the company or without
acceptable excuse
❑ petty thievery
❑ possession of firearms, fireworks or explosives on company property without permission
from management
Probation
You may be placed on probation in connection with the written warning for a period of time
determined by [company name]. Wage increases, vacations and transfers will not be given during this
period, but all other benefits will continue.
Investigative suspension
An investigative suspension is a period, not to exceed [NUMBER] working days, during which time an
employee is relieved of his or her job because of alleged serious misconduct. An employee may be placed on
investigative suspension when it is necessary to make a full investigation to determine the facts of the case,
as in a fighting, insubordination or theft incident. If after the investigation:
❑ discharge is warranted, the employee shall not be paid for the period of investigative
suspension – the discharge shall be effective on the date of the termination interview.
❑ misconduct is determined, but not of a sufficiently serious nature to warrant discharge, the
employee shall receive a warning notice and forfeit pay lost as a result of the investigative
suspension and may be placed on disciplinary suspension
❑ if no misconduct is determined, the employee shall return to work within the prescribed
period and be paid for the time lost as a result of the investigative suspension
1049
Disciplinary Suspension
A disciplinary suspension is a period of not more than [NUMBER] days and may be given in addition
to the investigatory suspension or as punishment for the violation. The employee is relieved of his or her
job assignment because of serious or repeated instances of misconduct and shall forfeit pay lost as a result
of the suspension in situations where there is no specific instance of conduct that is so outrageous that
justifies termination but there is a pattern of conduct where the employee has continually engaged in
one minor infraction of the rules after another and has received a documented verbal and/or written
warning for rule(s) infraction(s). Disciplinary suspension would generally not be used as a form of
discipline for employees with attendance problems.
Crisis suspension
A crisis suspension is given at the discretion of the supervisor when action must be taken immediately.
Discharge
When the employee is discharged as a result of a serious offense, or as the final step in an accumulation
of infractions for which a warning notice or notices have been written, the employee will be discharged
for cause instead of being given the option to resign, be laid off, or retire.
Misconduct
[YOUR COMPANY] has a progressive discipline policy. The goal of [YOUR COMPANY]'s
progressive discipline system is to give the employee an opportunity to correct employment problems
that may arise, rather than to punish employees.
The employee will be kept informed of [YOUR COMPANY]'s rules and the employee is expected to
follow them.
Immediate Disciplinary Action
[YOUR COMPANY] believes that engaging in certain types of misconduct should subject an employee
to immediate suspension or discharge, rather than allowing opportunity for correction of behavior
through progressive discipline steps. The following is a list of conduct for which immediate disciplinary
action will be taken: [list of offenses that will be exempt from progressive steps (e.g., violent behavior)].
Disciplinary Steps
Should there be a problem regarding the employee's adherence to [YOUR COMPANY]'s rules, the
employee will be given three opportunities to change the unwanted behavior:
1050
1. The employee will be given a verbal explanation of the errant behavior, including a reiteration
of what [YOUR COMPANY]'s rule regarding that behavior is. In addition, the employee will be
advised of the consequences of further infractions of the rule in question. If no further problems occur
with regard to the issue raised at the verbal warning stage, no further disciplinary action will be taken.
2. If the problem persists, the employee will be given a written explanation of the errant behavior,
including a reiteration of what [YOUR COMPANY]'s rule regarding that behavior is. In addition, the
employee will be advised that continuation of the problem will lead to suspension without pay for a
stated period of time. As before, the employee will be given an opportunity to change the unwanted
behavior and, if the behavior does not recur, no further disciplinary action will be taken.
3. If verbal and written warnings fail to bring about a change in the undesired conduct, the
employee will be suspended and will be informed that further occurrences of the conduct will lead to
the employee's immediate discharge, without additional warnings.
[YOUR COMPANY] reserves the right to bypass the disciplinary steps and base its disciplinary action
on the severity, frequency or combination of infractions when circumstances warrant immediate action.
Documentation
[YOUR COMPANY] will document a disciplinary process beginning with the first verbal warning. A
report of the disciplinary action will be retained in the employee's personnel file, however, if no further
disciplinary action is required after [NUMBER] years, the report will remain as part of the employee's
personnel file but will no longer be considered a part of the employee's record.
Should a challenge arise regarding the disciplinary action in the report, the report may be used in the
ensuing grievance proceeding or arbitration.
1051
PROHIBITED ACTIVITIES (STANDARDS OF
CONDUCT)
[Company name] wishes to create a work environment that promotes job satisfaction, respect,
responsibility, and value for all of our employees, clients, customers and other stakeholders. Every
employee at [Company name] has a shared responsibility toward improving the quality of the work
environment. By agreeing to work at [Company name] you have agreed to follow the company’s rules
and to refrain from conduct which is detrimental to our goals. The prohibited conduct that is listed
below is not an inclusive list, as the company cannot, with foresight, determine what inappropriate
conduct under every circumstance is. Moreover, the company does not limit its right to discipline or
discharge employees to the prohibited conduct listed below. Remember that, while we value our
employees, the company maintains the right to terminate its employees at any time and for any reason,
with or without notice.
Violation of the prohibited conduct set forth below, or any other conduct deemed inappropriate by
management, may subject you to disciplinary action, including oral or written warnings, suspension
without pay, transfer or possible termination. If you have any questions about your personal conduct
or that of any fellow employee, immediately consult your supervisor for clarification.
The following list contains examples of conduct considered improper which may result in discipline,
including termination. Again, note this is not a complete list and understand that other behaviors may
also result in discipline.
1. Possessing, using, selling, negotiating the sale of, or being under the influence of alcohol, drugs
or other controlled substances during working hours, on company property (including company
vehicles), in company uniform or on company business.
2. Falsification of the hours worked by you or any other employee.

3. Falsification of any other employment related document including, but not limited to,
personnel files, employment review documents, intra-company communication, communications with
those outside the company, expense records, etc.
4. Theft or destruction of company property or that of visitors, clients or fellow employees.
5. Possession of potentially hazardous or dangerous property, such as firearms, weapons,

chemicals, etc., without prior authorization.
6. Fighting with, or harassment of, any fellow employee or customer.
1052
7. Unauthorized or excessive use of company property or property of any visitors, customers,
fellow employees, including but not limited to, vehicles, supplies, telephones, mail and
computers.
8. Disclosure of company trade secrets or any other confidential or proprietary information of the
company, its customers or fellow employees.
9. Insubordination, including but not limited to, refusal to perform a requested or required job
task.
10. Failure to follow, or general neglect of, safety rules and procedures.
11. Excessive tardiness or absences.
12. Smoking in non-designated areas.
13. The taking of unauthorized overtime.

14. Solicitation of fellow employees on the company premises.
15. Failure to dress appropriately.
16. Failure to keep your workplace in a neat and sanitary condition.
17. Use of obscene or otherwise inappropriate language or conduct in the work place.
18. Failure to provide medical authorizations for medical absences in excess of two days.
19. Inappropriate horseplay which is either distracting to fellow employees or which could create
dangers to others.
20. Criminal activity at, or outside of, the workplace.
21. Off-duty conduct which can affect the company’s credibility or reputation.
22. Outside employment which interferes with your ability to perform your job at this company
including, but not limited to, that with a competitor of the company.
23. Gambling on company premises.
1053
24. Sleeping or neglect of job duty.
25. Taking unauthorized gratuities in connection with company business.
26. Lending keys to company property to unauthorized persons or allowing duplicate keys to be
made.
27. Being away from the work area without prior authorization.
28. Harassment of, or discrimination against, an employee, customer or visitor because of that
person’s race, religion, color, sex, age, disability or national origin.
29. Bad-mouthing or spreading rumors.
Disciplinary Action
As indicated earlier, violation of company policies or procedures may result in disciplinary action,
including but not limited to, demotion, transfer, suspension with or without pay, or termination. The
company encourages a system of progressive discipline depending on the type of prohibited conduct.
The company is not required to engage in progressive discipline and may discipline or terminate an
employee where he or she violates the rules of conduct, or where the quality or value of their work fails
to meet expectations. Again, our attempt at progressive discipline does not imply a contract with you or
that your employment is anything other than on an “at will” basis. This means that both the company
and the employee may terminate the employment relationship at any time, for any reason, or no reason
at all.
As part of our progressive discipline system, and based on the nature of the employee violation,
management will attempt to provide the employee first with a verbal warning, then one or more written
warnings, and if the conduct is not sufficiently altered, eventual demotion, transfer, forced leave or
termination. Your supervisor will make very effort possible to allow you to respond to any disciplinary
action taken. Understand that the company is not obligated to follow any disciplinary or grievance
procedure and that you may be disciplined or terminated without going through any procedure.
1054
SALES COMMISSION POLICY
[Company name] pays commissions based on sales procured. The rates of commission, as well as the
required [Profit margins], will be give to each new sales employee at time of hire. The company reserves
the right to change commission rates and or profit margin requirements as needed to protect the
financial integrity of the company.
[Company name] will make every effort to pay commissions on a monthly basis only, and only on final
sales. In no event will [Company name] pay commissions later than one week from the date when the
money is received for the sale. [Company name] may provide a draw paycheck on the [DAY]th day of
the month. [This DRAW IS AN ADVANCE against all commissions earned, and will be deducted
from the commission paycheck which will be issued on the [DAY] of the following month.] [If an
employee’s draw exceeds his commissions in any given month, the shortage will be carried forward, and
deducted from the next available commission check.]
COMMISSIONS WILL BE CONSIDERED FINAL AFTER [NUMBER] DAYS! If you have a

question, problem or disagreement with the amount of commission paid on a sale, be sure to submit, in
writing, the details within [NUMBER] days of the date the sale was finalized.
1055
SEXUAL HARASSMENT POLICY
[Company name]’s position is that sexual harassment is a form of misconduct that undermines the
integrity of the employment relationship. All employees have the right to work in an environment free
from all forms of discrimination and conduct which can be considered harassing, coercive, or disruptive,
including sexual harassment. Anyone engaging in harassing conduct will be subject to discipline, ranging
from a warning to termination.
It is our policy, in accordance with providing a positive, discrimination-free work environment, that
sexual harassment in the workplace is unacceptable conduct that will not be condoned.
1. What is sexual harassment?
Sexual harassment is defined as any unwanted physical, verbal or visual sexual advances, requests for
sexual favors, and other sexually oriented conduct which is offensive or objectionable to the recipient,
including, but not limited to: epithets, derogatory or suggestive comments, slurs or gestures and
offensive posters, cartoons, pictures, or drawings.
[Company name] has adopted, and its policy is based on, the definition of sexual harassment set forth
by the [NAME OF YOUR STATE OR FEDERAL REGULATORY COMMISSION]. The [NAME
OF YOUR STATE OR FEDERAL REGULATORY COMMISSION] defines sexual harassment as
unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual
nature when:
❑ Submission to such conduct is either an explicit or implicit term or condition of employment

(e.g., promotion, training, timekeeping or overtime assignments)
❑ Submission to or rejection of the conduct is used as a basis for making employment decisions
(hiring, promotion, termination)
❑ The conduct has the purpose or effect of interfering with an individual's work performance or
creating an intimidating, hostile, or offensive work environment
Sexual harassment also includes any employee conduct unreasonably interfering with another’s work
performance by creating an intimidating, hostile, or offensive working environment. Sexual harassment
consists of a variety of behaviors by employees directed to other employees including, but not limited
to, subtle pressure for sexual activity, inappropriate touching, inappropriate language, demands for
sexual favors, and physical assault.
1056
2. What is not sexual harassment?
Sexual harassment does not refer to occasional compliments of a socially acceptable nature. It refers to
behavior that is not welcome, that is personally offensive, that debilitates morale, and that, therefore,
interferes with work effectiveness.
3. Harassment by Non-employees
We will endeavor to protect employees, to the extent possible, from reported harassment by non-
employees such as from customers, vendors and other parties who have workplace contact with our
employees.
4. Complaint Procedure
If you feel that you have been the recipient of sexually harassing behavior, report it immediately to the
[HUMAN RESOURCE DEPARTMENT OR OTHER RESPONSIBLE NAME AND TITLE] or
to any other supervisor. It is preferable to make a complaint in writing, but you can accompany or follow
up your written complaint with a verbal complaint. All allegations of sexual harassment will be quickly
investigated. To the extent possible, your confidentiality and that of any witnesses and the alleged
harasser will be protected against unnecessary disclosure. When the investigation is completed, you will
be informed of the outcome of that investigation.
Depending on the complexity of the investigation, you should be contacted within [number plus
measure of time (e.g., four days, two weeks, one month)] about the status of your complaint and
whether action is being taken.
If your supervisor is the source of the harassing conduct, report the behavior to that person’s supervisor
or to the owner of [company name].
5. Discipline
Any employee found to have harassed another employee or applicant for employment will be subject to
appropriate disciplinary procedure action, including reprimands, suspension or termination of
employment.
A person committing sexual harassment may also be held legally liable for his or her actions under
applicable law.
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6. Responsibility
Each manager is responsible for implementing this policy within his or her area of supervision.
[Company name] wants you to have a work environment free of sexual harassment by management
personnel, by your coworkers and by others with whom you must interact in the course of your work as a
[company name] employee. Sexual harassment is specifically prohibited as unlawful and as a violation of
[company name]'s policy. [company name] is responsible for preventing sexual harassment in the
workplace, for taking immediate corrective action to stop sexual harassment in the workplace and for
promptly investigating any allegation of work-related sexual harassment
7. Reprisal Prohibited
[Company name] will permit no employment-based retaliation against anyone who brings a complaint
of sexual harassment or who speaks as a witness in the investigation of a complaint of sexual harassment.
8. Written Policy
If [company name] should amend or modify its sexual harassment policy, you will receive an individual
copy of the amended or modified policy.
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SICK LEAVE POLICY
1. Pay for Illness
Employees will become eligible to participate in the paid time for illness program as follows:
❑ If employed prior to [DATE], employees will be allowed up to [NUMBER] days in the

following year
❑ If employed between [DAQTE] and [DATE], employees will be allowed up to [NUMBER]

days in the following year, and up to [NUMBER] days in the succeeding years.
In addition to illness, sick leave may also be granted for medical, dental, or optical examinations or when
a member of your household requires your personal care and attention due to illness.
2. Pay and benefits during sick leave
Illness pay will be based on a regular eight-hour day at straight time and at the employee’s base rate.
Illness absence of less than [NUMBER]hours in a day will not be considered for payment. Saturdays,
Sundays, daily overtime hours, paid holidays, and paid vacation time are excluded as time for which
payment will be made under this program.
Weekly insurance benefits will continue to be paid commencing with the first day of certified disability
due to accidents and the fourth day due to illness. Thus, in accident and illness cases, the insurance
benefit will be paid rather than the paid illness allowance, and any unused illness allowance will be
available for use later in the year as needed.
3. Certification of illness
Certification of illness by a physician will not normally be required to qualify for payment under this
program.
4. Effect on performance
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While the company pays you for authorized sick days, we expect you to be honest with us in taking days
off only when you are actually ill. Any abuse of this benefit will be taken into account in evaluations of
your performance. The company reserves the right to require a statement from your doctor.
5. At termination
When termination of employment occurs, no payment for sick leave will be made.
6. Accrual of Sick Leave
Starting with the first day of employment, sick leave will accumulate at the rate of [NUMBER]day per
month. Sick leave may accumulate to a maximum of [NUMBER]days.
An employee may receive compensation for his/her sick leave that has accumulated in excess of
[NUMBER] days at the rate of [NUMBER] day’s pay for each two [NUMBER] of sick leave
accumulated in excess of [NUMBER] days. Payment for unused sick leave will be made during the
month of [MONTH] each year, or at other times as designated by [person who approves sick leave].
One day of sick leave for those employees who normally work a [NUMBER]-hour week shall be
[NUMBER] hours. A day of sick leave for employees working [NUMBER] or more hours per week
shall be [NUMBER] hours.
Permanent part-time employees are entitled to sick leave as earned on a pro rata basis. No sick leave shall
accumulate to seasonal or temporary employees. All sick leave payments are to be approved by [person
who approves sick leave]. Thus, any employee who is ill is responsible for reporting his or her absence
to the appropriate person within one hour after his or her designated time for reporting to work.
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[YOUR COMPANY NAME]' S S MOKING P OLICY
1. Written Policy
The employee will receive a copy of this policy in the employee's orientation packet. In addition, copies
of the policy are posted in various locations throughout this facility including [Name locations; e.g., the
break room]. Additional copies are available upon request.
2. Smoking in the Workplace
Because [Company name] is a private building not open to the general public, smoking at [Company
name] is not governed by state law or local ordinance. [Company name] allows employees who have
private offices to smoke in their offices. Employees who share offices must refrain from smoking in the
office if any employee in that office objects. Smoking is not allowed in [List no smoking areas]; however,
smoking is allowed in [List designated smoking areas]. Please observe the posted no smoking signs.
3. Smoking/No-Smoking Signs
To support its policy of not allowing smoking in other than designated smoking areas, [Company name]
has posted "No Smoking" and "Smoking" signs in the appropriate areas. Each sign posted in an area
where smoking is prohibited carries the internationally recognized symbol for no smoking; a red circle
containing a lit cigarette with a line drawn diagonally through the circle. Please observe these signs at all
times.
4. Non-discrimination
What the employee does outside of working hours and off [Company name]'s premises will not be the
basis of any disciplinary action by [Company name]. Nor will [Company name] pursue a policy of
discharging employees or refusing to hire applicants because they are smokers.
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STATEMENT AND POLICY PROHIBITING ILLEGAL
DISCRIMINATION AND HARASSMENT
Our company is committed to the principals of Equal Employment Opportunity and is committed to
making employment decisions based on merit and value. We are committed to complying with all
Federal, State, and local laws providing Equal Employment Opportunities, as well as all laws related to
terms and conditions of employment. We desire to keep a work environment which is free of harassment
or discrimination because of sex, race, religion, color, national origin, sexual orientation, physical or
mental disability, marital status, age or any other status protected by Federal, State or local laws. We
value diversity and are willing to employ men and women of all ethnic and racial groups, ranging in age
from the teens to the sixties and older, and representing a broad spectrum of religions and national
origins. The company will make every reasonable effort to accommodate those physical or mental
limitations of an otherwise qualified employee, unless undue hardship would result for the company.
Just as the company bears a responsibility towards this policy, each of us must clearly communicate our
disinterest in, or offense taken to, any perceived verbal or physical discrimination or harassment. We are
all responsible for upholding this Equal Employment Opportunity policy and commitment. Equal
Employment Opportunity laws afford each one of us the chance to succeed or fail based on individual
merit.
Prohibited sexual harassment is defined as follows: “Unwelcome sexual advances, requests for sexual
favors, and other verbal or physical conduct of a sexual nature constitutes sexual harassment when:
a) submission to such conduct is made either explicitly or implicitly a term or condition of an

individual’s employment
b) submission to or rejection of such conduct by an individual is used as the basis for employment
decisions affecting such individual or
c) such conduct has the purpose or effect of unreasonably interfering with an individual’s work
performance or creating an intimidating, hostile or offensive work environment.
Our company will not tolerate any form of discrimination or harassment! Any employee who feels that
he or she has witnessed, or been subject to, any form of discrimination or harassment should
immediately notify their supervisor, personnel administrator or other manager at the company. We will
promptly investigate any claim and take appropriate action. We will seek to impose appropriate
sanctions against any person found to be in violation of this policy. Such sanctions may include, but are
not limited to, reprimand, suspension, demotion, transfer and discharge.
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Our company prohibits retaliation against any employee who brings forth any complaint or assists in
the investigation of any complaint.
If you feel we have not resolved your complaint, and after you have followed the company grievance
procedure, you can complain to the [ASSOCIATION], or [AGENCY] found in the local phone book.
1063
TELECOMMUTING POLICY
Employees allowed to telecommute from home or off-site, for some or all of their employment, remain
subject to the terms and conditions of employment set forth in the employee handbook and elsewhere.
In addition to their existing obligations and responsibilities telecommuters must agree to do the
following:
1. Maintain a regular work schedule and an accurate accounting of what they work on and when.
2. Comply with all of the safety regulations that apply to an office. That means having a safe work
environment free of clutter, exposed wiring, slippery surfaces, etc. Any employee who
telecommutes grants a license to the company to inspect their work premise during normal work
hours.
3. Not allow business visitors to their home or off-site work location without the express written
permission from their supervisor.
4. Understand that the policies and procedures relating to legal compliance and ethics obligations
remain in full force and effect while off-site.
5. Be responsible for any company equipment used off-site. The employee may be responsible for
the cost of repair or replacement of any equipment if handled in a careless or reckless manner.
The company is not responsible for personal equipment used without express written
authorization from the company.
6. Maintain their work product in a safe and secure environment. Any confidential materials, trade
secrets or proprietary information should be maintained under lock and key and appropriately
discarded.
7. Understand that any injuries occurred at home, or off-site, are covered by the company’s
worker’s compensation insurance coverage. The reporting requirements for a telecommuter
related to a workplace injury are the same as if they worked on company premises.
8. Arrange for proper day care or elder care services so as not to interfere with getting your job
done.
9. Remember that you are a representative of this company no matter where you are. Please use
your best judgment at all times.
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I understand and agree to the above.
EMPLOYEE COMPANY
1065
THIRD PARTY CONFIDENTIAL AND
PROPRIETARY INFORMATION
[Company] is very sensitive to the issue of protection of trade secrets and proprietary information.
[Company] employees are expected to use good judgment, to adhere to high ethical standards, and to
abide by any confidentiality obligations to former employers. [Company] employees shall not use, bring
on the premises or otherwise disclose any proprietary or trade secret information of former employers
or other third parties. All employees share responsibility to ensure that proper security is maintained.
Holiday / Vacation Policy
The following sample company policy statements are for holiday leave. Generally, holidays are paid leave
with no loss of credit for the employee’s length of service with the company. The policy below mentions
Floating Holidays, which are a couple of days you designate each year just to give your employees a little
more time off. If you don’t want to offer Floating Holidays, you should remove the reference. If you
want your policy to differ in other ways from the policy set out below, you should change this policy to
reflect those differences. If you make substantive changes to this policy, however, you should have your
attorney look over the changes. A list of holidays typically provided by employers is also included.
1. Annual Holidays
[Company name] observes the following holidays:
• New Year's Day

• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Friday after Thanksgiving
• Christmas Eve
• Christmas Day
• Floating Holiday
• Personal Holiday
2. Paid Holidays
All full-time employees will receive holiday pay of eight straight time hours at their regular rate, provided
the following conditions are satisfied:
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1. Work a full shift on the employee's last scheduled work shift prior to the paid holiday.
2. Work a full shift on the employee's first scheduled work shift following the holiday.
3. Should the employee be unable to work either of these two days because of illness, proof of
illness will be required in order to qualify for the paid holiday.
The shift differential for second and third shift employees will not be included in holiday pay.
Holiday pay will not be paid if:
1. The employee has been on the payroll for less than [NUMBER] days.
2. The employee is on lay-off status.
3. The employee is a temporary or seasonal employee.
4. The employee is on leave of absence when the holiday occurs.
5. The employee is requested to work during a paid holiday and the employee refuse to do so.
Employees who are requested to work during a paid holiday will receive holiday pay plus regular pay.
3. Paid Holidays During Vacations and Weekends
If a holiday occurs during the employee's vacation, the employee's vacation will be extended by the
number of holidays falling during the vacation period or an equal number of vacation days will be
carried forward for future use.
If any scheduled paid holiday falls on a Saturday, the holiday will usually be observed on the preceding
Friday. If the holiday falls on a Sunday, the following Monday will usually be observed as the holiday.
4. Overtime
Holidays are not considered a day worked for purposes of calculating overtime unless work is actually
performed.
[The Floating Holiday clause below may be removed if it does not apply to your circumstances.]
5. Floating Holidays
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In addition to the named holidays for which eligible employees will receive paid time off, [COMPANY]
will schedule two floating holidays each year. Floating holidays will be scheduled so as to provide eligible
employees with extended weekends by combining them with named holidays.
At the beginning of each calendar year, the employee will receive a complete schedule of paid holidays,
including paid floating holidays.
[The Personal Holidays clause below may be removed if it does not apply to your circumstances.]
6. Personal Holidays
In addition to scheduled paid holidays, eligible employees are given two floating holidays annually to be
used as personal time off. Before scheduling a personal holiday, the employee must obtain approval.
Requests for personal holidays must be made in writing not less than [NUMBER] days in advance of
the requested date.
7. Religious Holidays
[COMPANY] recognizes that there may be religious holidays (other than those already designated at
holidays) that employees would like to observe. It may be possible to arrange these holidays as scheduled
days off, authorized absences without pay or personal time off. Requests for time off to observe religious
holidays must be approved.
8. Vacation Time
At the end of the employee's first year as a full-time employee of [COMPANY], an employee is entitled
to [number] days of paid vacation. The employee's vacation days increase to [number] days after five
years of continuous employment with [COMPANY], [number] days after [NUMBER] years of
continuous employment with [COMPANY], and [number] days after [NUMBER] years of
continuous employment with [COMPANY].
Vacation time may be taken in increments of one full day but in all cases must be prescheduled and pre-
approved. One day of vacation for every five days that an employee is entitled to may be carried over to
the following year, but must be used before [date].
[COMPANY] does not provide paid vacation time for part-time employees.
9. Vacation Pay
Vacation pay is the employee's regular rate of pay, excluding overtime or holiday premiums. If the
employee's regular rate of pay varies from week to week, the employee's vacation pay will equal the
employee's average weekly hours or scheduled hours in the previous calendar quarter not to exceed
[NUMBER] hours.
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Pay will not be granted in lieu of vacation time not taken.
10. Scheduling Vacations
[COMPANY] will attempt to grant all employees vacation at the time they desire to take it. However,
[COMPANY] must maintain adequate staffing at all times. Therefore, vacations must be scheduled in
advance and with prior written approval.
Where conflicts develop, they will be resolved as fairly as possible. Preference will be given to the more
senior employee, the employee who can demonstrate the greater need for vacation at the conflicting time
or the employee who makes the earliest request.
[The Plantwide Shutdown clause below may be removed if it does not apply to your circumstances.]
11. Plantwide Shutdown
It is [COMPANY] practice to have an annual shutdown of [period of time] during the month of
[month]. All employees, with the exception of essential personnel, will take their normal vacations at
this time. For those employees who are entitled to more than 10 days of vacation, the balance of that
vacation must be scheduled. Employees who have been employed for less than one year receive paid
vacation in the amount accrued as of the annual plant shutdown, providing they have completed six
months of service at [COMPANY].
12. Holiday or Illness During Vacation
When a holiday occurs during the employee's vacation time, the employee will still receive pay for the
holiday in addition to the employee's vacation pay or the employee may select another day off.
If the employee is hospitalized while on vacation, the time from the date of the employee's
hospitalization until the employee's doctor releases the employee may, at the employee's option, be
charged against the employee's short term disability benefits, rather than the employee's vacation time.
If this happens, the employee must notify [Company]. If the employee becomes ill while on vacation,
but the employee is not hospitalized, the employee's absence is charged against vacation time.
13. Termination and Vacation Pay
When employment ends for any reason, vacation time earned but not taken by the employee will be
included in the employee's final paycheck. At the same time, vacation time taken in advance will be
deducted from the final paycheck.
14. Vacation Accrual Methods
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The following is a sample vacation accrual chart. You can modify your vacation accruals to reflect
additional credit for any factor you feel deserve additional vacation as long as you are nondiscriminatory.
If you make substantive changes to this policy, you should have your attorney look over the changes.
Employees who have completed one year of service and who work a [NUMBER]-day, [NUMBER]-
hour week, are entitled to vacation as follows:
Service Vacation
6 months [NUMBER] week
1 year [NUMBER] weeks
2 years [NUMBER] weeks, [NUMBER] days
6-10 years [NUMBER] weeks
15-24 years [NUMBER] weeks
25 or more years [NUMBER] weeks
Vacation must be taken during the calendar year at times convenient to you and your supervisor.
[OR USE THE WAY TO CALCULATE ACCRUAL]

1-5 years of service: an employee earns [NUMBER] day per month up to a maximum of
[NUMBER] day per year.
6-15 years of service: an employee earns [NUMBER]days per month up to a maximum of

[NUMBER] days per year.
16-25 years of service: an employee earns [NUMBER] days per month up to a maximum of
26 or more years of service: an employee earns [NUMBER] days per month up to a maximum of
15. Vacation Accrual for New Employees
Vacation accrual based on years of service do not address new employees who are hired after the
beginning of the year. Vacation to new employees during the year of hire is as schedule of vacation days
based on month of hire.
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The schedule could be set up as follows:
Month of Employment Vacation Days
January [NUMBER] days

February [NUMBER] days
March [NUMBER] days
April [NUMBER] days
May [NUMBER] days
June [NUMBER] days
July [NUMBER] days
August [NUMBER] day
September-December [NUMBER] days
16. Part-Time Accrual
Part-time employees may be eligible for vacation accrual on a pro-rata basis based upon their regular
workweek.
Thus, under the accrual schedule above, a regular part-time employee (in the first through fifth year of
service) who regularly works [NUMBER] hours per week could earn one vacation day per month up to
a maximum of [NUMBER] days. One day of vacation would equal four hours ([NUMBER] hours per
week divided by five days in the week) and the maximum vacation time that could be earned would be
[NUMBER] hours ([NUMBER] days multiplied by four hours).
1071
T IME O FF TO V OTE
It is the policy of [COMPANY] to give employees time off to vote.
1. Advance Request
Before taking time off to vote, the employee must make a written request for time off [number of days
of advance notice] days before voting day.
2. Paid Absence
Time off to vote will be treated as a paid absence.

3. Voting Hours
The employee is allowed [number of hours] hours of time off to vote. Time off to vote is granted if the
polls open fewer than [number of hours] hours prior to work starting time or close fewer than [number
of hours] hours after quitting time. Time off to vote may be taken before coming in to work or at the
end of the workday.
4. Covered Elections
This time off to vote policy applies to [types of elections – e.g., federal, state, local] elections.
1072
VACATION POLICY
Vacation is paid by [Company name] to regular full-time employees as follows:
❑ First year of employment: [NUMBER] week
❑ Second through third year of employment: [NUMBER] weeks
❑ Third through tenth year of employment: [NUMBER] weeks
❑ Tenth through twentieth year of employment: [NUMBER] weeks
❑ Over twenty years of employment: [NUMBER] weeks
All employees are required to give at least [NUMBER month’s] notice to their supervisor of their
vacation plans. You are required to take your vacation within [NUMBER] calendar year after you earn
it. You will not be eligible to receive pay instead of vacation time except with company permission or
upon termination. Vacation time, which is taken prior to being earned, is considered an advancement
of wages and, upon termination, will be deducted from your paycheck. Any conflict in vacation requests
will be decided based on employee seniority and company needs. You will not be entitled to accrued
vacation during periods when you are on personal leave of absence or if you are suspended from the
company.
If a holiday occurs during your vacation period you will be granted one additional day of vacation. [If
you are sick during your vacation period you may not count that day towards sick pay.] You must take
vacation in a minimum of [NUMBER] week allotments unless specifically approved of by your
supervisor.
You are not eligible for any paid vacation until you have completed one year of employment with the
company. For example, if you leave the company after nine months of employment, you will not be
eligible for any vacation pay benefits. After [NUMBER] year of employment, [NUMBER] weeks of
vacation will accrue. After the second year of employment and onward, you will begin accruing vacation
at subsequent anniversary dates.
Employees are encouraged to use available paid vacation time for rest, relaxation, and personal pursuits.
In the event that available vacation is not used by the end of the benefit year, employees may carry
unused time forward to the next benefit year. If the total amount of unused vacation time reaches a
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“cap” equal to [vacation amount], further vacation accrual will stop. When the employee uses paid
vacation time, and brings the available amount below the cap, vacation accrual will begin again up to
the cap limit.
Employees will be paid for unused vacation time that has been accrued through the last day of work
upon termination of employment.
1074
G ENERAL W ORK R ULES
[Company name] wants to encourage a safe and pleasant work atmosphere. This can only happen when
everyone cooperates and commits to appropriate standards of behavior.
The following is a list of behaviors that the company considers unacceptable. Any employee found
engaging in these behaviors will be subject to disciplinary actions including reprimand, warning, layoff,
or dismissal:
1. Failure to be at the work place, ready to work, at the regular starting time.
2. Willfully damaging, destroying, or stealing property belonging to fellow employees or the
company.
3. Fighting or engaging in horseplay or disorderly conduct.
4. Refusing or failing to carry out any instructions of a supervisor.
5. Leaving your work station (except for reasonable personal needs) without permission from
your supervisor.
6. Ignoring work duties or loafing during working hours.
7. Coming to work under the influence of alcohol or any drug, or bringing alcoholic beverages
or drugs onto company property.
8. Intentionally giving any false or misleading information to obtain employment or a leave of
absence.
9. Using threatening or abusive language toward a fellow employee.
10. Punching another employee’s time card or falsifying any record.
11. Smoking contrary to established policy or violating any other fire protection regulation.
12. Willfully or habitually violating safety or health regulations.
13. Failing to wear clothing conforming to standards set by the company.
14. Being tardy or taking unexcused absences from work.
15. Not taking proper care of, neglecting, or abusing company equipment and tools.
16. Using company equipment in an unauthorized manner.
17. Possessing firearms or weapons of any kind on company property.
1075
P OLICY ON AIDS
1. Introduction
The following outlines [Company name]’s policy and procedures for interacting with employees who
have been medically diagnosed with or who are suspected of having the AIDS (Acquired Immune
Deficiency Syndrome) virus.
2. Purpose
The purpose of the AIDS policy is to reassure employees that AIDS is not spread through casual contact
during normal work practices and to reduce unrealistic fears about contracting an AIDS virus-related
condition. This policy also protects the legal right to work of employees who are diagnosed with an
AIDS virus-related condition and provides guidelines for situations where infection with the AIDS virus
is suspected. Our policy is to encourage sensitivity to and understanding for employees affected with a
condition of the AIDS virus.
3. General policy
We are committed to maintaining a healthy work environment by protecting the physical and emotional
health and well-being of all employees in the workplace. We also have a continuing commitment to
provide employment for people with physical disabilities who are able to work. This AIDS policy is a
direct outgrowth of those commitments. It provides guidelines for situations when a question as to an
AIDS virus-related condition arises. There are three major points:
❑ Employees who are diagnosed with an AIDS virus-related condition may continue to work if they
are deemed medically able to work and can meet acceptable performance standards. We will provide
reasonable performance standards and reasonable accommodation if necessary to enable these
employees to continue working.
❑ We provide AIDS education for all employees to help them understand how the AIDS virus is
spread and to reduce unrealistic fears of contracting an AIDS virus-related condition.
❑ The term “AIDS virus-related conditions” refers to the following four medically diagnosed
conditions:
1. presence of the AIDS antibody without symptoms of AIDS

2. presence of an AIDS-Related Complex (ARC)
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3. AIDS
4. central nervous system infection
4. Medical overview
Medical experts on AIDS virus-related conditions have informed us that there is no known risk of AIDS
transmission between an affected employee and other employees through either casual or close contact
that occurs during normal work activities.
An AIDS virus-related condition is not transmitted by breathing the same air, using the same lavatories,
touching a common piece of paper, or using the same telephone. Transmission of the virus through oral
secretions or tears is not a recognized risk according to medical authorities. Additionally, the virus is very
fragile and has been found to be transmitted only through intimate exchange of bodily fluids (for
example, blood or blood-contaminated tissue fluids such as semen or vaginal fluid).
The AIDS virus attacks the immune system, causing a breakdown in a person’s normal protection
against infection. This leaves the body vulnerable to life-threatening illnesses. In addition, the virus by
itself can affect the nervous system.
Individuals of all sexual preferences are at risk of contracting an AIDS virus-related condition.
According to medical experts, the AIDS virus is transmitted in the following ways: sexual contact
through transmission of semen or vaginal fluids; intravenous drug administration with contaminated
needles; administration of contaminated blood or blood products; and passage of the virus from infected
mothers to their fetus or newborn. However, there is no evidence to suggest that pregnant women are
particularly susceptible to any AIDS virus-related illness or condition. Recent medical evidence suggests
that an AIDS virus-related condition can have an incubation period of several weeks, months or years
before symptoms appear. Medical findings indicate that a person who has a positive antibody test will
not necessarily develop an AIDS virus-related condition. The presence of the AIDS antibody is a sign of
infection, not immunity, unfortunately.
As is true for any person with a life-threatening illness, a person diagnosed with an AIDS virus-related
condition deserves and requires compassion and understanding. While that person is attempting to cope
with his or her own vulnerability and fears, the support and understanding of friends and colleagues can
be particularly valuable.
Some people have fears about contracting AIDS based on misinformation or lack of knowledge about
how AIDS is spread. Education providing accurate medical information can best alleviate fears of
contracting an AIDS condition.
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5. Supervisor’s responsibilities
The physical and emotional health and well-being of all employees must be protected, and reasonable
accommodation for the medically impaired employee with an AIDS virus-related condition must be
provided, as long as the employee is able to meet acceptable performance standards. To ensure these
goals are met, the following guidelines are to be followed:
❑ Any employee diagnosed with an AIDS condition is entitled, as is any other employee, to
confidentiality of their medical condition and medical records.
❑ If an employee with an AIDS condition requests job accommodation for his/her medical
condition, the employee must obtain a written medical opinion that he/she (a) is medically
able to work and (b) needs reasonable job accommodation in order to maintain
employment.
❑ If it is deemed medically necessary, based upon current physical impairment, [Company

name] and the employee’s supervisor will work to bring about any reasonable job
modification or job transfer of the employee with a diagnosed condition of AIDS.
❑ If a healthy employee refuses to work with an employee who is diagnosed with an AIDS
condition and is medically approved as able to work, job transfer or other work
accommodation for the healthy employee will only occur when medically indicated by
written order of his/her physician. The medical order must be a signed medical statement
requesting this job change. In the absence of a medical order, normal transfer procedures
will be followed.
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V IOLENCE IN THE W ORKPLACE P REVENTION P OLICY
Zero tolerance
This company has a policy of zero tolerance for violence. If you engage in any violence in the workplace,
or threaten violence in the workplace, your employment will be terminated immediately for cause. No
talk of violence or joking about violence will be tolerated.
“Violence" includes physically harming another, shoving, pushing, harassing, intimidating, coercing,
brandishing weapons, and threatening or talking of engaging in those activities. It is the intent of this
policy to ensure that everyone associated with this business, including employees and customers, never
feels threatened by any employee’s actions or conduct.
Workplace security measures
In an effort to fulfill this commitment to a safe work environment for employees, customers, and
visitors, a few simple rules have been created. These are:
❑ Access to the company’s property is limited to those with a legitimate business interest.
❑ All employees and employee vehicles entering the property must display company
identification.
❑ All visitors and visitor vehicles must register and display identification while on the property.
All weapons banned
The company specifically prohibits the possession of weapons by any employee while on company
property. This ban includes keeping or transporting a weapon in a vehicle in a parking area, whether
public or private. Employees are also prohibited from carrying a weapon while performing services off
the company’s business premises.
Weapons include guns, knives, explosives, and other items with the potential to inflict harm.
Appropriate disciplinary action, up to and including termination, will be taken against any employee
who violates this policy.
Inspections
Desks, telephones, and computers are the property of the business. We reserve the right to enter or
inspect your work area including, but not limited to, desks and computer storage disks, with or without
notice.
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The fax, copier, and mail systems, including e-mail, are intended for business use. Personal business
should not be conducted through these systems. Under conditions approved by management, telephone
conversations may be monitored and voice mail messages may be retrieved in the process of monitoring
customer service.
Any private conversations overheard during such monitoring, or private messages retrieved, that
constitute threats against other individuals can and will be used as the basis for termination for cause.
Reporting violence
It is everyone's business to prevent violence in the workplace. You can help by reporting what you see in
the workplace that could indicate that a co-worker is in trouble. You are in a better position than
management to know what is happening with those you work with.
You are encouraged to report any incident that may involve a violation of any of the company’s policies
that are designed to provide a comfortable workplace environment. Concerns may be presented to your
supervisor.
All reports will be investigated and information will be kept confidential.
[The following additional provisions deal with programs that, in general, are limited to larger businesses
with a substantial workforce. They may be included, as applicable.]
Training programs
As part of its commitment to preventing workplace violence, the company has established training
programs for all employees. Training will be included as part of your orientation. Thereafter, you will
be scheduled for annual refresher training during the month that you initially joined the business.
Please be advised that training is mandatory and attendance will be taken. If you fail to attend training
or make-up sessions, you will be subject to suspension without pay until training is completed.
1. Education offerings
In order to promote a peaceful working environment, we encourage supervisors and employees to enroll
in courses to learn more about working with each other. Courses covering communication, problem
solving, building effective working relationships, stress management, and related or similar course topics
are supported by tuition reimbursement, offered by our training department and, where appropriate,
supported for attendance at outside seminars.
Employee assistance program
1080
The company provides an employee assistance program (EAP) for all full-time and part-time employees.
This EAP offers services to these employees and their eligible dependents. While we receive periodic
reports on the number and types of visits or calls made to the EAP, we do not receive information about
individual contacts with the EAP.
You are encouraged to use the EAP whenever you feel the need for guidance in coping with life’s
difficulties. If you have difficulty handling drugs or alcohol, the EAP can provide information on
treatment. The EAP is a confidential service to be used when you need help.
Violence prevention team
We have created a violence prevention team to create and implement our workplace violence prevention
program. The team will also handle the consequences of any incidents of violence that we experience,
providing assistance to employees and information to the media. The team will take the steps necessary
to continue or resume business. We believe that a multidisciplinary approach is best suited to handle
workplace violence problems.
If you have suggestions for ways to improve the safety and security at work, please pass them along to a
team member or leave a suggestion in any one of their mail boxes.
Incident management
In the event of a major workplace incident that affects, or has the potential to affect, the mental health
of our workforce, we will provide initial counseling and support services to you and your immediate
family members.
As the crisis passes and support systems are put into place for individuals affected by the incident, the
company will make every effort to return to normal business operations. A reasonable effort will be
made to notify employees, customers, stockholders, and others who need to know of the status of
business operations directly whenever possible. In cases where direct contact is not possible or practical,
an effort will be made to communicate through the news media and other available resources.
1081
ACKNOWLEDGMENT OF OBLIGATIONS
This Acknowledgment of Obligations (the "Agreement") is made and effective this [Date],
TERMS
1. I understand and acknowledge that during my employment with the Company I have received
or been exposed to trade secrets of the Company including, but not limited to, the following:
[LIST TRADE SECRETS]
2. I acknowledge that I have read, signed and been furnished with a copy of my Employment
Agreement with the Company. I certify that I have complied with and will continue to comply
with all of the provisions of the Employment Agreement, including my obligation to preserve
as confidential all of the Company's trade secrets.
3. I certify that I do not have in my possession, I have not retained copies of, nor have I failed to
return: any system documentation, user manuals, modification reports, training instructions,
formulas, compilers, data structures, algorithms, computer source code, notebooks, notes,
drawings, proposals or other documents or materials (or extracts thereof), or equipment or other
property belonging to the Company.
[OPTIONAL CLAUSE FOR USE WITH CREATIVE EMPLOYEES, SUCH AS

PROGRAMMERS]
4. During my employment I contributed to the development of the Company's trade secrets. I

acknowledge that, as provided in my Employment Agreement, all right, title and interest in and
to any [SPECIFY TYPE OF WORK] conceived or developed by me, whether in whole or in
part, during the course of my employment by the Company belongs to the Company.
COMPANY EMPLOYEE
1082
1083
ASSIGNMENT OF PRE-EMPLOYMENT WORKS
This Assignment of Pre-Employment Works (the "Agreement") is made and effective this [Date],
BETWEEN: [ASSIGNOR NAME] (the "Assignor"), an individual with his main address at:
TERMS
1. Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, do hereby grants, transfers, conveys and assigns to Company, its successors and
assigns, all right, title, and interest in and to all work and materials relating to [IDENTIFY] identified
as "[Name/Description of work]", including the copyright, patent, trade secret rights, and all other
right, title, and interest therein, and consisting of all existing source code, object code,
documentation, flow charts, design documents, and record and file layouts relating thereto, and all
trademarks, service marks, logos and trade dress associated therewith, if any, (collectively the
"Works"). This exclusive conveyance shall include, but is not limited to, the rights to publish,
reproduce, transmit, adapt, prepare derivative works, sell, or otherwise make use of the Works
(including all subsequent additions, revisions, supplements to, and versions of the Works and
derivatives, regardless of length or nature) throughout the world, in any form or medium and in any
language, and to license or otherwise transfer to others the rights commensurate herewith in
connection with the Works.
2. The Assignor has not granted any license to use any of the Works, to anyone else except the
following. All such licenses, if any, are hereby assigned to Company.
[List of Licenses].
3. Assignor hereby grants to Company, its successors and assigns, the right to file copyright and patent
applications in [COUNTRY] and throughout the world for the Works in the name of Company,
it successors and assigns. Assignor hereby agrees that Company, it successors and assigns may act as
attorney-in- fact to execute any document deemed necessary to record this grant with the
[COUNTRY] Copyright office or elsewhere. If requested, the Assignor agrees to execute any and
all copyright, patent, or trade secret assignments, certificates, applications or documents requested
by Company, its successors and assigns. The cost of recording and registering ownership rights in
the Works shall be borne solely by Company, its successors and assigns.
1084
COMPANY ASSIGNOR
Signature Signature
1085
AUTHORIZATION, WAIVER AND RELEASE OF
LIABILITY FOR CONSUMER CREDIT REPORT
In applying for employment with [Company name] (“Company”), I hereby authorize the Company,
or any designated agent(s) working in the Company’s behalf to obtain and review my consumer credit
report and or any other credit related information pertaining to me.
It is my understanding the information being obtained will not be used in violation of any federal or
state equal opportunity law or regulation, and that, before any adverse action is taken, based on upon
review of such consumer credit report, I will be provided with a copy of said report as well as a summary
of consumer’s rights.
I hereby fully release the Company, and any and all of its employees, directors, agents, successors and
assigns, and all contributing parties or sources from whom any information is lawfully obtained, from
any and all claims or liability which is in any way related to this or any subsequent investigation(s) of my
credit history.
I hereby state that all information I have provided to the Company, in any form, is true to the best of
my knowledge. I understand that any known misrepresentation made to the Company by me will
exclude me from further consideration as a candidate for employment or advancement, and may result
in termination of my employment with the Company if I am hired or advanced by the Company before
such misrepresentation is identified. I fully understand this authorization, waiver and release of liability
is not an offer or a contract for employment by the Company. It is also understood that the Company
operates under an AT-WILL EMPLOYMENT POLICY and this authorization and release does not
alter or affect this policy in any manner.
I would like to receive a free copy of any consumer credit report relating to me that is reviewed by the
Company.
 Yes  No
EMPLOYEE COMPANY
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Print Name and Title Print Name and Title C
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BACKGROUND CHECK PERMISSION
In connection with my application for employment with the Company, I hereby agree as follows:
1. General Consent to Background Investigation
As a condition of Company's consideration of my employment application, I give permission to

Company to investigate my personal and employment history. I understand that this background
investigation will include, but not be limited to, verification of all information on my employment
application.
2. Consent to Contact Past Employers
I specifically give permission to Company to contact all of my prior employers for references. I further
give permission to all current or previous employers and/or managers or supervisors to discuss my
relevant personal and employment history with Company, consent to the release of such information
orally or in writing, and hereby release them from all liability and agree not to sue them for defamation
or other claims based upon any statements they make to any representative of Company. I further waive
all rights I may have under law to receive a copy of any written statement provided by any of my former
employers to Company. I further agree to indemnify all past employers for any liability they may incur
because of their reliance upon this Agreement.
3. Consent to Contact Government Agencies
I further give permission to the Company to receive a copy of any information obtained in the file of
any federal, state, or local court, or governmental agency concerning or relating to me. I further consent
to the release of such information and waive any right under law concerning notification of the request
for a release of such information. In the event a law does not provide for prospective employers to have
1087
access to information, I hereby delegate Company as my agent for the receipt of information. I
understand that the scope of this investigation will be limited as required by applicable law.
4. Cooperation With Investigation
I agree to fully cooperate in Company's background investigation, and to sign any waivers or releases
that may be necessary or desirable to obtain access to relevant information. In the event that any former
employer or federal, state, or local governmental agency will not release reference information or
criminal history information directly to the employer, I agree to personally request such information to
the extent permitted by law.
5. ENtire agreement
employment and that the Company may determine not to hire me for any lawful reason.
1.
2.
3. COMPANY EMPLOYEE

4.
1088
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C HECKLIST OF E MPLOYMENT A GREEMENT y
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Issues from the Perspective of the Employee i
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This checklist is intended to outline the major issues associated with negotiating senior executive E
employment agreements. Portions of this list may not be applicable in particular circumstances and n
other v
matters not on this list may need to be addressed. i
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JOB DESCRIPTION o
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❑ What is the title of the Employee's job? C
❑ What are the Employee's responsibilities? o
❑ Can the Employee be demoted? Can Employee's responsibilities be substantially modified, r
decreased, or increased? p
❑ Is Employee guaranteed a seat on the Board of Directors while an employee? o
❑ Where is the place of employment? What are the regular working hours? r
❑ Can Employee be relocated unilaterally to another city, or only with the Employee's consent? a
❑ Is the Employee allowed to be involved in other activities (e.g., a directorship on other Boards, t
involvement in community activities)? i
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Salary .
2
❑ What is the base salary? What about overtime? What about commissions? 0
❑ When is it payable? 0
❑ Does the salary go up each year by a designated amount or by cost of living increases? 2
❑ Are there designated times for performance reviews? .
A
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Bonuses l
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❑ Does Employee get a signing bonus? i
❑ Is Employee entitled to a guaranteed bonus? g
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❑ Are there bonuses to be tied to objective performance standards?
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❑ Are target bonus levels or minimum bonuses to be established?
Reimbursement of Expenses
❑ Will the Employee's business expenses be reimbursed promptly?

❑ Is there a car or car allowance, cellular phone provided, or other such amenities?
❑ Are moving expenses to be reimbursed?
❑ Is there a relocation package available for Employee (e.g., the Company purchasing Employee's
house on a move?)
Benefits
❑ Will the Employee participate in all benefit plans of the Company?

❑ Which of these plans should be in place for the Employee? Are all of the payments for the
benefits the responsibility of the Company?
❑ Health and medical (including spouse and dependent coverage)
❑ Disability
❑ 401(k)
❑ Pension
❑ Cafeteria Plan
❑ Life insurance
❑ Stock Option/Stock Grant ©
❑ Dental, Vision C
❑ Educational Reimbursement o
❑ Executive Financial Counseling p
❑ Professional Liability Insurance y
❑ How much vacation per year is Employee entitled? Does unused vacation continue to accrue r
for the benefit of Employee and payable on termination of employment? i
❑ Is there a designated sick pay policy? g
❑ Any special loans or forgiveness arrangements? h
❑ Are some of the benefits taxable to the Employee? Should Employee be reimbursed for the tax? t
E
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Term and Termination v
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❑ How long is the employment term?
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❑ Is Employee given the right to terminate at the Employee's discretion prior to the end of the
o
term?
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❑ Does the Agreement get renewed automatically on a year-to-year basis unless the Company gives
the Employee notice of non-renewal at least 90 days in advance of the end of the term?
❑ Is the employment "at will"?
❑ What are the grounds, if any, on which employers can terminate?
❑ What are the terms, if any, for compensation in the event of early termination?
❑ What are the circumstances that the Employee can be fired "for cause", such as:
❑ Conviction of a felony or any act involving moral turpitude;
❑ Commission of any act of theft, fraud, dishonesty or falsification of an employment record;
❑ Material uncured breach of the Employment Agreement;
❑ Failure to perform reasonable assigned duties; and/or
❑ Improper disclosure of the Company's confidential information.
❑ Lost of licenses
❑ Disability
❑ Avoid "for cause" definitions that give the Company too much latitude for termination.
❑ Is Employee entitled to severance pay on termination? How much?
❑ If the Employee is terminated without cause, is it clear that Employee will get all salary and
benefits that Employee would otherwise have been entitled to for the remaining term of the
Agreement?
❑ If terminated without cause, is the Company required to continue paying for benefits or
COBRA benefits for some period of time?
Liability Protection for the Employee
❑ Does the Company have Directors’ & Officers’ ("D&O") insurance coverage? Is the Company
required to maintain a minimum amount of such coverage?
❑ Do the Company Bylaws provide for indemnification protection for officers and employees?
❑ Does the Company's Articles of Incorporation limit the liability of officers and directors to the
maximum extent permitted by law?
❑ Is there an Indemnification Agreement that protects the employee, covering:
❑ Indemnification protection for claims
❑ Automatic advancement of legal expenses
❑ Protection even if the Employee is no longer employed by the Company?
❑ (Note statutory limitations on indemnification.)
Stock Option Grants
❑ Will Employee get stock options?
1091
❑ What percent of the Company do the options represent? (Note: In venture capital backed
privately held companies, the usual price for Common Stock options is 1/10 of the price for the
latest round of Preferred Stock issuance.)
❑ What is the exercise price for the options?
❑ Are any options deemed automatically vested upon grant?
❑ How long will unvested options vest? monthly? yearly cliff vesting?
❑ How long is the option exercisable?
❑ Does the option exercise period terminate 90 days after termination of employment or can it be
longer?
❑ Are the shares obtained upon exercise of an option subject to repurchase on termination of
employment? If so, at what price? (From the Employee's perspective, repurchase rights should
not be included or should be limited.)
❑ Are the shares obtained upon exercise of an option subject to a right of first refusal? If so, on
what terms?
❑ Is the option a tax advantaged Incentive Stock Option?
❑ Does vesting of options accelerate on a change of control of the Company? Or, on other events
such as termination of employment by the Company without cause?
Stock Grants
❑ Will the Employee be granted stock?

❑ Is this stock subject to vesting? What is the vesting period?
❑ Is this stock subject to repurchase rights or rights of first refusal?
❑ Should Employee file a § 83(b) IRC election?
❑ Does vesting accelerate on a change of control of the Company? Or, other event such as
termination of employment by the Company without cause?
❑ Does Employee have to pay anything for the grant?
❑ What tax will the Employee have to pay for the Grant? Will the Company also pay Employee
an amount to cover the tax?
❑ Does Employee have a right of first refusal for future Company stock issuances to avoid
dilution?
Confidentiality Restrictions
❑ What restrictions have been imposed on the Employee by the prior employer?
❑ The Employee must be careful not to use or divulge confidential information of a prior
employer – the new employer will often want a covenant from the Employee prohibiting such
use or disclosure.
1092
❑ If there are confidentiality restrictions on the Employee, are the following excluded from the
definition of "confidential information"?:
❑ Information that is or was publicly known, or which becomes publicly known through no
fault of Employee
❑ Information that is or was obtained from a third party who had the right to disclose the
information without restriction
❑ Information independently derived by the Employee without reference to the confidential
information
❑ Information that was already lawfully in Employee's possession or knowledge prior to the
disclosure of the confidential information
❑ How long do the confidentiality restrictions last? Indefinitely? A set number of years after
disclosure to the Employee?
Invention Assignment Issues
❑ What is the scope of the Company's rights to the Employee's development of new inventions,
trade secrets, and ideas? Are these the Company's only if they specifically relate to Company
business and developed during Company time?
❑ Do the invention assignment provisions comply with the California Labor Code or other
applicable law?
Breach of Agreement
❑ Is the Company required to give notice to the Employee of any alleged breaches of the
Agreement and an opportunity to cure?
Disability and Death
❑ What is a disability event?

❑ What happens on disability? Does the Employee continue to receive salary and benefits?
❑ What happens on death? Can medical and other benefits continue for some period for the
spouse and children?
Post-Employment Limitations
1093
❑ Are there limitations on the Employee soliciting Company employees? For what period?
❑ Is there a covenant not to compete after termination of employment?
❑ For what geographic regions?
❑ For what period?
❑ How can the covenant be limited?
❑ Are the restrictions enforceable under applicable law?
Dispute Resolution
❑ How are disputes to be resolved?

❑ Should arbitration be considered?
❑ In what city must disputes be brought if litigated or arbitrated?
Golden Parachute
❑ In the event of a change of control of the Company, is Employee entitled to terminate

employment and receive a "golden parachute" payment (e.g., two or three times the yearly
salary)?
❑ What are the tax implications of the golden parachute payment? Will the Company also gross
up the parachute payment to cover the tax?
❑ Will the Company reimburse the Employee's expenses in connection with an IRS audit claiming
additional tax?
Representations and Warranties of the Company
❑ Are there specific representations and warranties of the Company that should be set forth (e.g.,
financial resources, venture capital backing)?
❑ Has Employee been promised something orally that should be reflected in the Employment
Agreement?
Miscellaneous Provisions
❑ Is the Company prohibited from assigning the Agreement?

❑ Is there an attorneys' fees clause where the prevailing party in a dispute would be entitled to
recoup its attorneys' fees incurred?
❑ Choice of Law
❑ Integration Clause
1094
CHECKLIST FOR EMPLOYMENT AGREEMENTS
❑ Special Definitions
❑ Description of Job Duties:
❑ Name of position
❑ Essential job functions or duties
❑ Duty of loyalty and best efforts
❑ Place and hours of employment
❑ Length of Agreement:
❑ Original term
❑ Extension of agreement
❑ Benchmarks and Performance Terms:
❑ Production benchmarks
❑ Marketing benchmarks
❑ Overhead benchmarks
❑ Skills enhancement
❑ Other benchmarks
❑ Compensation Terms:
❑ Base compensation (salary, hourly or commission)

❑ Overtime exempt status
❑ Commission arrangements including when "earned", draws, and effect of termination on pending
deals
❑ Incentive programs
❑ Expenses, allowances, etc.
❑ Salary adjustments
❑ Benefits:
1095
❑ Health, dental, vision, life, disability and professional liability insurance
❑ Professional licenses & memberships
❑ Vacation
❑ Holidays
❑ Stock options, bonuses, profit sharing, raises and retirement
❑ Educational reimbursement
❑ Termination
❑ Definition of “at will” or “cause” if “for cause” agreement

❑ Disability
❑ Loss of licensure
❑ Covenants:
❑ Non-disclosure of trade secrets, customer lists and other proprietary information

❑ Non-solicitation agreement
❑ Non-recruit agreement
❑ Adherence to company policies, rules and regulations
❑ Covenant to notify management of unlawful acts or practices
❑ Property Rights:
❑ Existing clientele of employee

❑ New clientele generated while at work
❑ Records and accounts
❑ Return upon termination
❑ Copyrights, inventions and patents
❑ "Work for hire" issues
❑ Indemnification for Third Party Claims
❑ Mediation and Arbitration Provisions
❑ Liquidated Damages and Limits on Damages
❑ Attorney's Fees and Costs
1096
❑ Miscellaneous Clauses:
❑ Accuracy of representations
❑ Notices
❑ Entire agreement
❑ Effect of prior agreements or understandings
❑ Modifications
❑ Severability of agreement
❑ Waiver of breach
❑ Ambiguities related to drafting
❑ Choice of law, jurisdiction and venue
❑ Submission to drug testing
❑ Statute of limitations
❑ Attorney review
1097
COMMISSION SALES AGREEMENT
This Commission Sales Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [COMMISSION AGENT NAME] (the "Agent"), an individual with his main address
at:
AND: [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under the laws
Whereas the Principal wishes to market the product(s) described in Schedule A (the "Product(s)");
whereas Agent is prepared to sell the Product(s) on behalf of the Principal in return for a commission;
1. SELLING RIGHTS
a. The Principal grants the Agent an exclusive right to sell the Product(s) on behalf of the
Principal within the territory described in Schedule B for a period of [PERIOD]
commencing [DATE] (the "Selling Rights").
b. The Agent may not sell or attempt to sell the Product(s) outside of the territory described
in Schedule B.
c. The Agent shall use his best efforts to sell the Product(s) for the duration of the Selling
Rights. At the request from time to time of the Principal, the Agent shall furnish the
Principal with a reasonably detailed, written report on his efforts to sell the Product(s) in
the period specified by the Principal.
d. The Agent shall clearly identify himself as a duly authorized sales agent of the Principal in
the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the
Product(s) in his own name.
2. PRODUCT PRICES
1098
The Principal shall fix the selling price(s) of the Product(s) and the Agent may only sell the Product(s)
at the selling price(s) fixed by the Principal.
3. ORDERS
a. The Agent shall obtain written orders for the Product(s) from buyers, signed by or on behalf
of the buyers, and remit the orders to the Principal.
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b. The Principal shall use its best efforts to fill orders duly remitted by the Agent in accordance
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with this agreement as expeditiously as possible.
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4. COMMISSION
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a. The Principal shall pay the Agent a commission of [NUMBER]% of the selling price,
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exclusive of any sales taxes, of each order or part of each order of Product(s) duly remitted
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by the Agent in accordance with this agreement which is paid for in full, inclusive of any
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sales taxes, and which is not subsequently returned for a refund.
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b. The Principal may accept the return of Product(s) for a refund or partial refund in its sole
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discretion.
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c. The Agent is not entitled to any compensation for services performed or expenses incurred
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in connection with this agreement other than as set out in this agreement.
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5. TRAINING
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At the request of the Agent, the Principal shall train the Agent in the proper use of the Product(s).
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6. ADVERTISING AND INFORMATION MATERIALS
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For the duration of the Selling Rights, the Principal shall furnish the Agent, at the Principal's cost, with
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reasonable quantities of advertising and user information materials, including demonstration
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Product(s), to aid the Agent in selling the Product(s).
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7. PRODUCT IMAGE
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The Agent shall not do or permit anything to be done to prejudice the market image of the Product(s)
or the Principal.
8. RESTRAINT OF COMPETITION
The Agent shall not sell, or in any way assist anyone else to sell, any products that compete with the
Product(s) of the Principal within the territory described in Schedule B for the duration of the Selling
Rights and for the calendar year immediately following termination of the Selling Rights.
9. CONFIDENTIALITY
The Agent shall keep the Principal's business secrets, including but not limited to customer, supplier,
logistical, financial, research and development information, confidential and shall not disclose them to
any third party during and after termination of the Selling Rights.
10. SUMMARY TERMINATION OF SELLING RIGHTS
If the Agent breaks any term of this agreement, the Principal may summarily terminate the Selling
Rights on notice in writing to the Agent.
11. TERMINATION CONSEQUENCES
On termination of the Selling Rights for any reason, the Agent shall immediately cease to describe
himself as an authorized sales agent of the Principal and cease selling the Product(s).
12. ASSIGNMENT
The Agent shall not assign the benefit of this agreement or subcontract his obligations under this
agreement without the consent in writing of the Principal, which consent may be withheld without
good reason.
13. FIDUCIARY RELATIONSHIP
The Agent accepts and acknowledges that the terms of this agreement are in addition to and do not
detract from the ordinary fiduciary duties owed by the Agent to the Principal.
1100
14. MISCELLANEOUS
a. In this agreement, the singular includes the plural and the masculine includes the feminine
and neuter and vice versa unless the context otherwise requires.
b. The capitalized headings in this agreement are only for convenience of reference and do not
form part of or affect the interpretation of this agreement.
c. If any provision or part of any provision in this agreement is void for any reason, it shall be
severed without affecting the validity of the balance of the agreement.
d. Time is of the essence of this agreement.
e. There are no representations, warranties, conditions, terms or collateral contracts affecting

the transaction contemplated in this agreement except as set out in this agreement.
f. Nothing in this agreement is intended to constitute a partnership or a master and servant

g. This agreement binds and benefits the parties and their respective heirs, executors,
h. This agreement is governed by the laws of the State/Province of [STATE/PROVINCE].
The Parties each hereby execute this Agreement as of [Date].
PRINCIPAL AGENT

5.
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CONFIDENTIALITY AND INVENTION
AGREEMENT
This Confidentiality and Invention Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [EMPLOYEE NAME] (the "Employee"), a corporation organized and existing under
In consideration of the Employee relationship with the Company (which for purposes of this
Agreement shall be deemed to include any subsidiaries or Affiliates of the Company), the receipt of
confidential information while associated with the Company, and other good and valuable
consideration, the undersigned Employee, agrees that:
1. TermS of Agreement
This Agreement shall continue in full force and effect for the duration of the relationship between the
Employee and the Company and shall continue thereafter until terminated through a written
instrument signed by both parties.
For purposes of this Agreement, “Affiliate” shall mean any person or entity that shall directly or
indirectly
controls, is controlled by, or is under common control with the Company.
2. Confidentiality
2.1. Definitions
"Proprietary Information" is all information and any idea whatever form, tangible or intangible,
pertaining in any manner to the business of the Company, or any of its Affiliates, or its employees,
clients, Employees, or business associates, which was produced by any employee or Employee of the
Company in the course of his or her employment or consulting relationship or otherwise produced or
acquired by or on behalf of the Company. All Proprietary Information not generally known outside of
the Company's organization, and all Proprietary Information so known only through improper means,
1103
shall be deemed "Confidential Information." By example and without limiting the foregoing definition,
Proprietary and Confidential Information shall include, but not be limited to:
d. Formulas, research and development techniques, processes, trade secrets, computer

programs, software, electronic codes, mask works, inventions, innovations, patents,
patent applications, discoveries, improvements, data, know-how, formats, test results, and
research projects;
e. Information about costs, profits, markets, sales, contracts and lists of customers, and
distributors;
f. Business, marketing, and strategic plans; forecasts, unpublished financial information,

budgets, projections, and customer identities, characteristics and agreements; and
employee personnel files and compensation information.
Confidential Information is to be broadly defined, and includes all information that has or could have
commercial value or other utility in the business in which the Company is engaged or contemplates
engaging, and all information of which the unauthorized disclosure could be detrimental to the interests
of the Company, whether or not such information is identified as Confidential Information by the
Company.
2.2. Existence of Confidential Information

The Company owns and has developed and compiled, and will develop and compile, certain trade
secrets, proprietary techniques and other Confidential Information which have great value to its
business. This Confidential Information includes not only information disclosed by the Company to
the Employee, but also information developed or learned by the Employee during the course of the
relationship with the Company.
2.3. Protection of Confidential Information

The Employee will not, directly or indirectly, use, make available, sell, disclose or otherwise
communicate to any third party, other than in the assigned duties and for the benefit of the Company,
any of the Company's Confidential Information, either during or after the relationship with the
Company. In the event the Employee desires to publish the results of the work for the Company
through literature or speeches, the Employee will submit such literature or speeches to the President of
the Company at least [NUMBER] days before dissemination of such information for a determination
of whether such disclosure may alter trade secret status, may be prejudicial to the interests of the
Company, or may constitute an invasion of its privacy. The Employee agrees not to publish, disclose or
otherwise disseminate such information without prior written approval of the President of the
Company. The Employee acknowledges that the unauthorized disclosure of Confidential Information
of the Company may be highly prejudicial to its interests, an invasion of privacy, and an improper
disclosure of trade secrets.
1104
2.4. Delivery of Confidential Information
Upon request or when the relationship with the Company terminates, the Employee will immediately
deliver to the Company all copies of any and all materials and writings received from, created for, or
belonging to the Company including, but not limited to, those which relate to or contain Confidential
Information.
2.5. Location and Reproduction

The Employee shall maintain at its workplace only such Confidential Information as the Employee has
a current "need to know." The Employee shall return to the appropriate person or location or otherwise
properly dispose of Confidential Information once that need to know no longer exists. The Employee
shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate
business need of the Company for reproduction.
2.6. Prior Actions and Knowledge

The Employee represents and warrants that from the time of the first contact with the Company the
Employee held in strict confidence all Confidential Information and has not disclosed any Confidential
Information, directly or indirectly, to anyone outside the Company, or used, copied, published, or
summarized any Confidential information, except to the extent otherwise permitted in this Agreement.
2.7. Third-Party Information

The Employee acknowledges that the Company has received and in the future will receive from third
parties their confidential information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited purposes. The Employee agrees
that it will at all times hold all such confidential information in the strictest confidence and not to
disclose or use it, except as necessary to perform the obligations hereunder and as is consistent with the ©
Company's agreement with such third parties. C
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2.8. Third Parties p
The Employee represents that the relationship with the Company does not and will not breach any y
agreements with or duties to a former employer or any other third party. The Employee will not disclose r
to the Company or use on its behalf any confidential information belonging to others and will not bring i
onto the premises of the Company any confidential information belonging to any such party unless g
consented to in writing by such party. h
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3. Proprietary Rights, Inventions and New Ideas E
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The term "Subject Ideas or Inventions" includes any and all ideas, processes, trademarks, service marks,
inventions, designs, technologies, computer hardware or software, original works of authorship,
formulas, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas,
and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not
patentable, which are conceived, developed or created which: (1) relate to the Company's current or
contemplated business; (2) relate to the Company's actual or demonstrably anticipated research or
development; (3) result from any work performed by the Employee for the Company; (4) involve the
use of the Company's equipment, supplies, facilities or trade secrets; (5) result from or are suggested by
any work done by the Company or at the Company's request, or any projects specifically assigned to the
Employee; or (6) result from the access to any of the Company's memoranda, notes, records, drawings,
sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions,
processes, equipment or other materials (collectively, "Company Materials").
3.2. Company Ownership

All right, title and interest in and to all Subject Ideas and Inventions, including but not limited to all
registrable and patent rights which may subsist therein, shall be held and owned solely by the Company,
and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. The
Employee shall mark all Subject Ideas and Inventions with the Company's copyright or other
proprietary notice as directed by the Company and shall take all actions deemed necessary by the
Company to protect the Company's rights therein. In the event that the Subject Ideas and Inventions
shall be deemed not to constitute works made for hire, or in the event that the Employee should
otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to
any Subject Ideas and Inventions, the Employee agrees to assign to the Company, without further
consideration, its entire right, title and interest in and to each and every such Subject Idea and Invention.
3.3. Disclosure
The Employee agrees to disclose promptly to the Company full details of any and all Subject Ideas and
Inventions.
3.4. Maintenance of Records

The Employee agrees to keep and maintain adequate and current written records of all Subject Ideas and
Inventions and their development made by the Employee (solely or jointly with others) during the term
of the relationship with the Company. These records will be in the form of notes, sketches, drawings,
and any other format that may be specified by the Company. These records will be available to and
remain the sole property of the Company at all times.
Determination of Subject Ideas and Inventions
The Employee further agrees that all information and records pertaining to any idea, process, trademark,
service mark, invention, technology, computer hardware or software, original work of authorship,
design, formula, discovery, patent, copyright, product, and all improvements, know-how, rights, and
claims related to the foregoing ("Intellectual Property"), that the Employee does not believe to be a
1106
Subject Idea or Invention, but that is conceived, developed, or reduced to practice by the Company
(alone by the Employee or with others) during the relationship with the Company and for one (1) year
thereafter, shall be disclosed promptly by the Employee to the Company. The Company shall examine
such information to determine if in fact the Intellectual Property is a Subject Idea or Invention subject
to this Agreement.
3.5. Access
Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by the
Employee, or whether it results from the access to Confidential Information or Company Materials, the
Employee agrees that any Subject Idea and Invention shall, among other circumstances, be deemed to
have resulted from its access to Company Materials if: (1) it grew out of or resulted from the work with
the Company or is related to the business of the Company, and (2) it is made, used, sold, exploited or
reduced to practice, or an application for patent, trademark, copyright or other proprietary protection
is filed thereon, by the Employee or with its significant aid, within one year after termination of the
relationship with the Company.
3.6. Assistance
The Employee further agrees to assist the Company in every proper way (but at the Company's expense)
to obtain and from time to time enforce patents, copyrights or other rights or registrations on said
Subject Ideas and Inventions in any and all countries, and to that end will execute all documents
necessary:
a. To apply for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection in any
country throughout the world and when so obtained or vested to renew and restore the
same; and;
b. To defend any opposition proceedings in respect of such applications and any

opposition proceedings or petitions or applications for revocation of such letters patent,
copyright or other analogous protection; and;
c. To cooperate with the Company (but at the Company's expense) in any enforcement
or infringement proceeding on such letters patent, copyright or other analogous
protection.
3.7. Authorization to Company

In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any
patent, copyright or other analogous protection relating to a Subject Idea and Invention, whether
because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the
1107
Employee hereby irrevocably designate and appoint the Company and its duly authorized officers and
agents as its agent and attorney-in-fact, to act for and on its behalf and stead to execute and file any such
application, applications or other documents and to do all other lawfully permitted acts to further the
prosecution, issuance, and enforcement of letters patent, copyright or other analogous rights or
protections thereon with the same legal force and effect as if executed by the Employee. The Employee’s
obligation to assist the Company in obtaining and enforcing patents and copyrights for Subject Ideas
and Inventions in any and all countries shall continue beyond the termination of the relationship with
the Company, but the Company shall compensate the Employee at a reasonable rate after such
termination for time actually spent by the Employee at the Company's request on such assistance.
3.8. Acknowledgement
The Employee acknowledges that there are no currently existing ideas, processes, inventions, discoveries,
marketing or business ideas or improvements which I desire to exclude from the operation of this
Agreement. To the best of the Employee’s knowledge, there is no other contract to assign inventions,
trademarks, copyrights, ideas, processes, discoveries or other intellectual property that is now in
existence between the Employee and any other person (including any business or governmental entity).
3.9. No Use of Name

The Employee shall not at any time use the Company's name or any the Company trademark(s) or trade
name(s) in any advertising or publicity without the prior written consent of the Company.
4. Competitive Activity
4.1. Acknowledgment
The Employee acknowledges that the pursuit of the activities forbidden by Section 4.2 below would
necessarily involve the use, disclosure or misappropriation of Confidential Information.
4.2. Prohibited Activity

To prevent the above-described disclosure, misappropriation and breach, the Employee agrees that
during the relationship and for a period of [NUMBER] year thereafter, without the Company's express
written consent, the Employee shall not, directly or indirectly, (i) employ, solicit for employment, or
recommend for employment any person employed by the Company (or any Affiliate); and (ii) engage
in any present or contemplated business activity that is or may be competitive with the Company (or
any Affiliate) in any state where the Company conducts its business, unless the Employee can prove that
any action taken in contravention of this subsection (ii) was done without the use in any way of
Confidential Information.
1108
The Employee represents and warrants (i) that it has no obligations, legal or otherwise, inconsistent with
the terms of this Agreement or with its undertaking a relationship with the Company; (ii) that the
performance of the services called for by this Agreement do not and will not violate any applicable law,
rule or regulation or any proprietary or other right of any third party; (iii) that the Employee will not
use in the performance of its responsibilities for the Company any confidential information or trade
secrets of any other person or entity; and (iv) that the Employee has not entered into or will enter into
any agreement (whether oral or written) in conflict with this Agreement.
a. Upon the termination of the relationship with the Company or promptly upon the
Company's request, the Employee shall surrender to the Company all equipment, tangible
Proprietary Information, documents, books, notebooks, records, reports, notes,
memoranda, drawings, sketches, models, maps, contracts, lists, computer disks (and other
computer-generated files and data), any other data and records of any kind, and copies
thereof (collectively, "Company Records"), created on any medium and furnished to,
obtained by, or prepared by the Employee in the course of or incident to the relationship
with the Company, that are in its possession or under its control.
b. The Employee’s representations, warranties, and obligations contained in this Agreement

shall survive the termination of the relationship with the Company.
c. Following any termination of the relationship with the Company, the Employee will fully
cooperate with the Company in all matters relating to its continuing obligations under this
Agreement.
d. The Employee hereby grants consent to notification by the Company to any of its future
companies the Employee consults with about its rights and obligations under this
Agreement.
e. Upon termination of its relationship with the Company, the Employee will execute a
Certificate acknowledging compliance with this Agreement in the form reasonably
requested by the Company.
1109
The Employee acknowledges that its failure to carry out any obligation under this Agreement, or a
breach by the Employee of any provision herein, will constitute immediate and irreparable damage to
the Company, which cannot be fully and adequately compensated in money damages and which will
warrant preliminary and other injunctive relief, an order for specific performance, and other equitable
relief. The Employee further agrees that no bond or other security shall be required in obtaining such
equitable relief and hereby consents to the issuance of such injunction and to the ordering of specific
performance. The Employee also understand that other action may be taken and remedies enforced
against the Employee.
8. Modification
No modification of this Agreement shall be valid unless made in writing and signed by both parties.
9. Binding Effect
This Agreement shall be binding upon the Employee, its heirs, executors, assigns and administrators and
is for the benefit of the Company and its successors and assigns.
10. Governing Law
This Agreement shall be construed in accordance with, and all actions arising under or in connection
therewith shall be governed by, the internal laws of the State of [state/province],
11. Integration
This Agreement sets forth the parties' mutual rights and obligations with respect to proprietary
information, prohibited competition, and intellectual property. It is intended to be the final, complete,
and exclusive statement of the terms of the parties' agreements regarding these subjects. This Agreement
supersedes all other prior and contemporaneous agreements and statements on these subjects, and it
may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To
the extent that the practices, policies, or procedures of the Company, now or in the future, apply to the
Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall
control unless changed in writing by the Company.
12. Construction
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or
against any party. By way of example and not limitation, this Agreement shall not be construed against
the party responsible for any language in this Agreement. The headings of the paragraphs hereof are
inserted for convenience only, and do not constitute part of and shall not be used to interpret this
Agreement.
1110
13. Attorneys' Fees
Should either the Employee or the Company, or any heir, personal representative, successor or
permitted assign of either party, resort to legal proceedings to enforce this Agreement, the prevailing
party in such legal proceeding shall be awarded, in addition to such other relief as may be granted,
attorneys' fees and costs incurred in connection with such proceeding.
14. Severability
If any term, provision, covenant or condition of this Agreement, or the application thereof to any
person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this
Agreement and such term, provision, covenant or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or
remedy by either the Company or the Employee (or by that party's successor), whether pursuant hereto,
to any other agreement, or to law, shall not preclude or waive that party's right to exercise any or all other
rights and remedies. This Agreement will inure to the benefit of the Company and its successors and
assigns.
16. Nonwaiver
The failure of either the Company or the Employee, whether purposeful or otherwise, to exercise in any
instance any right, power or privilege under this Agreement or under law shall not constitute a waiver
of any other right, power or privilege, nor of the same right, power or privilege in any other instance.
Any waiver by the Company or by the Employee must be in writing and signed by either the Employee,
if the Employee is seeking to waive any of its rights under this Agreement, or by an officer of the
Company or some other person duly authorized by the Company.
17. Notices
Any notice, request, consent or approval required or permitted to be given under this Agreement or
pursuant to law shall be sufficient if it is in writing, and if and when it is hand delivered or sent by regular
mail, with postage prepaid, to the Employee’s principal office, or to the Company's principal office, as
the case may be.
18. Agreement to Perform Necessary Acts
The Employee agree to perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Agreement.
1111
19. Assignment
This Agreement may not be assigned without the Company's prior written consent.
20. Compliance with Law
The Employee agrees to abide by all federal, state, and local laws, ordinances and regulations.
21. Acknowledgment
The Employee acknowledges having had the opportunity to consult legal counsel in regard to this
Agreement, having read and understand this Agreement, that the Employee is fully aware of its legal
effect, and that it has entered into it freely and voluntarily and based on its own judgment and not on
any representations or promises other than those contained in this Agreement.
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND

AFFECTS THE EMPLOYEE'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL
PROPERTY THE EMPLOYEE MAY DEVELOP.
above written.
COMPANY EMPLOYEE
Print Name and Title Print Name and Title ©©

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Contact Name rr
Address ii
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City, State/Province hh
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OBJECT: E MPLOYMENT AGREEMENT ATTACHED
Dear [Employee Name],
Attached you will find the draft of your proposed Employment Agreement. Please understand that the
terms set forth in this draft will only come into effect once the agreement is actually signed by all parties.
We hope you will find the terms of the proposed agreement to be acceptable.
Please review it carefully. If you feel it is necessary, please consult with an attorney before signing it.
Should you have any questions regarding the Agreement or any other matter, please do not hesitate to
give me a call.
Sincerely,
Your name
Your title
youremail@yourcompany.com C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: F AIR C REDIT A CT D ISCLOSURE N OTICE

This is to inform you that, as part of our procedure for processing your employment application,
[or]
In making this application for employment,
it is understood that an investigation of your credit history may be made, whereby information is
obtained through personal contact with individuals with whom you are acquainted. Inquiries will
include checking records that can include information as to your character, general reputation, personal
characteristics and mode of living. You have the right to make a written request within a reasonable
period of time to receive additional, detailed information about the nature and scope of this
investigation.
Sincerely,
Your name
Your title
Telephone contact
1114
DRUG TESTING CONSENT AGREEMENT
This Drug Testing Consent Agreement ("Agreement") is made and effective this [Date],
1. TERMS
I have applied for employment with [COMPANY] in a position that requires me to operate an
automobile or truck. As a condition for my application being considered, I understand and agree to
undergo substance screening. I understand that if my test results are positive, I shall not be considered
further by [COMPANY] for a car or truck driver position.
I hereby authorize any physician, laboratory, hospital or medical professional retained by the Company
for screening purposes to conduct such screening and to provide the results to the Company and I
release the Company and any person affiliated with [COMPANY] and any such institution or person
conducting the screening, from liability therefore.
employment and that the Company may determine not to hire me for any lawful reason.
7.
8. EMPLOYEE COMPANY
9.

10.
1115
EMPLOYEE AUTHORSHIP CERTIFICATE
This Employee Authorship Certificate (the "Agreement") is made and effective this [Date],
TERMS
The undersigned employee Employee of the Company hereby gives these representations and warranties
for the purpose of assuring to the Company, and any other parties who may rely hereupon, that the
Company has all right, title and interest in certain Proprietary Creations over which ownership is
claimed by the Company. The employee specifically intends that the representations and warranties
contained herein may be relied upon by any party that is contemplating an acquisition, license, right to
distribute, or any other interest in and to any Proprietary Creations covered hereby.
NOW THEREFORE, the undersigned Employee hereby represents, warrants, acknowledges, certifies
and agrees as follows:
1. That the Employee has carefully considered and investigated each of the representations,
warranties and acknowledgements and the factual circumstances involved with each such
representations, warranty and acknowledgements set forth herein.
2. That the Employee gives these representations, warranties and acknowledgements with full
knowledge and intent that they may and will be relied upon by third parties who are entering
or contemplating a potential legal relationship with the Company involving the Proprietary
Creations.
3. That the Employee is the author of the Proprietary Creations described in Exhibit “A”
attached hereto (“Employee Creations”); no other party had any input or hand in the
conception, development, creations, planning or reduction to practice of the Employee
Creations; and the Employee Creations were developed solely by the Employee, on
Employee’s own time and using the Employee’s own materials, during the time spans
identified adjacent to the applicable Employee Creation as designated on Exhibit “A.”
4. That the Employee was a contributing author of the Proprietary Creations described in
Exhibit “B” attached hereto (“Collective Creations”); only the parties listed in Exhibit “B”
adjacent to the relevant work had any input or hand in the conception, development,
1116
creations, planning or reduction to practice of the Employee Creations; and the Employee’s
contributions to the Collective Creations were developed solely by Employee, on
Employee’s own time and using the Employee’s own materials, during the time spans
identified adjacent to the applicable Employee Creation as designated on Exhibit “B.”
5. For purposes hereof, the Employee Creations and the Employee’s contributions to the
Collective Creations shall be referred to herein as the “Proprietary Creations.”
6. The Employee has assigned all of Employee’s right, title, and interest in and to the
Proprietary Creations to the Company and pursuant to such assignments, the Company
has obtained full right, title and interest in and to the Proprietary Creations, including but
not limited to (i) all rights of a copyright owner, including but not limited to all of the
exclusive rights provided by the United States Copyright Act, (ii) all patent, trade secret and
other proprietary rights of every nature and type, (iii) the right to sell, lease, license,
exchange, convey and assign the proprietary Creations, (iv) the right to publish, distribute,
copy, publicly perform and display any and all of the Proprietary Creations, alone or in
conjunctions with other works, (v) the right to modify, amend, enhance, upgrade, improve,
and create derivative works based in whole or in part on the Proprietary Creations, and (vi)
the right to take any and all steps necessary to secure and assert the Companies rights as
aforesaid.
7. Except for the integration or use of the pre-existing works of other parties as listed in Exhibit
“C” attached hereto, the Proprietary Creations do not infringe upon or otherwise violate
the proprietary rights of any third party, including but not limited to patents, trademarks,
copyrights, trade secrets, privacy rights, moral rights, or any other proprietary rights
provided under any state or federal law.
8. The Employee has received and has made a valid assignment of a license to use the pre-
existing works defined in Exhibit “C” on a non-royalty basis, in perpetuity, anywhere within
the world from the owner of said pre-existing works.
9. The Employee has not exploited the Proprietary Creations for Employee’s own purposes or
for the purposes or benefit of any other party other than the Company.
10. No claim is pending, has been threatened, nor but for the passage of time will be pending,
threatened or will accrue that could have a direct or indirect effect on the Proprietary
Creations.
1117
11. The Proprietary Creations were not created during the Employee’s employment for any
other employer or as a work for hire of any other party. The Proprietary Creations or the
use and distribution thereof, will not violate any non-compete, non-solicitation or any other
restrictive covenant contained in any employment agreement or other agreement that the
Employee may have had with any other employer or party.
12. All proprietary software programs and other tools used by the Employee in the creation of
the Proprietary Creations were duly and validly licensed for use by the Employee and were
used within the scope of the applicable license agreement when creating the Proprietary
Creations.
IN WITNESS WHEREOF, the Employee has executed this Authorship Certificate with full
knowledge of its content and significance and with full knowledge that other parties will rely on the
content hereof when making important business decisions and entering potential transaction.
11. COMPANY EMPLOYEE

12.
EXHIBIT A
EMPLOYEE CREATIONS
EXHIBIT B
COLLECTIVE CREATIONS
EXHIBIT C
PRE-EXISTING WORKS
1118
EMPLOYEE NON-COMPETE AGREEMENT
This Employee Non-Compete Agreement (the "Agreement") is made and effective this [Date],
1. COVENANT NOT TO COMPETE
For good consideration and as an inducement for Company to employ Employee, if such employment
is terminated for any cause, employee shall not, for a period of [TIME PERIOD] years after leaving the
employment, engage directly or indirectly, either personally or as an employee, associate partner,
partner, manager, agent, or otherwise, or by means of any corporate or other device, in the [type of
enterprise] business within [GEOGRAPHICAL AREA] [if appropriate, add: nor shall employee for
such period and in such localities solicit orders, directly or indirectly, from any customers of Company,
or from any customers of its successor, for such products as are sold by Company or its successor, either
for (himself or herself) or as an employee of any person, firm, or corporation].
2. DEFINITION OF THE TERMS
The term "not compete" as used herein shall mean that the Employee shall not own, manage, operate,
consult or to be employed in a business substantially similar to, or competitive with, the present business
of the Company or such other business activity in which the Company may substantially engage during
the term of employment.
Competition means owning or working for a business of the following type: [specify type of business
employee may not engage in].
3. TRADE SECRETS
The Employee acknowledges that the Company shall or may in reliance of this agreement provide
Employee access to trade secrets, customers and other confidential data and good will. Employee agrees
to retain said information as confidential and not to use said information on his or her won behalf or
disclose same to any third party.
1119
The Employee will take necessary actions to keep the Company's business secrets, including but not
limited to customer, supplier, logistical, financial, research and development information, confidential
and not to disclose the Company's business secrets to any third party during and after the term of the
Employee's employment.
4. SPECIFIC ACCOUNT NON-COMPETITION CLAUSE
On the termination of the Employee's employment with the Company for any reason, the Employee
will not solicit any customer of the Company that was a customer of the Company during the course of
the Employee's employment with the Company, whether or not still a customer of the Company and
whether or not knowledge of the customer is considered confidential information, or in any way aid and
assist any other person to solicit any such customer for a period of [TIME PERIOD] from the date of
termination of the Employee's employment.
5. INDEMNIFICATION
Employee agrees to pay liquidated damages in the amount of [dollar amount] for any violation of the
covenant not to compete contained in this Agreement.
If any part of these promises is void for any reason, the undersigned accepts that it may be severed
without affecting the validity or enforceability of the balance of the promises.
This non-compete agreement shall extend only for [GEOGRAPHICAL AREA] and shall be in full
force and effect for [NUMBER] years, commencing with the date of employment termination.
This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns,
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of
execution] on the date indicated below.
COMPANY EMPLOYEE
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1121
EMPLOYEE NON-DISCLOSURE AGREEMENT
This Employee Non-Disclosure Agreement (the "Agreement") is made and effective this [Date],
In consideration of employment by Company and disclosure by Company of confidential and trade

secret information, the undersigned Employee hereby covenants and agrees as follows:
1. Confidentiality
Employee acknowledges that in the course of Employee's employment by Company, Employee will be
exposed to valuable confidential and trade secret information of Company. Employee agrees to treat all
such information as confidential and to take all necessary precautions against disclosure of such
information to third parties during and after the term of this Agreement.
Employee acknowledges that trade secrets of the Company will consist of but will not be necessarily
limited to:
a) Technical information: Methods, processes, formulae, compositions, systems, techniques,

inventions, machines, computer programs and research projects.
b) Business information: Customer lists, pricing data, sources of supply, financial data and
marketing, production, or merchandising systems or plans.
Employee understands that this Agreement does not and will not prevent him/her from working for
any other Company subsequent to the termination of his/her employment with the Company as long
as the Employee does not use or disclose any such confidential and proprietary information.
2. Use
Employee shall not use Company's confidential and trade secret information, except to the extent
necessary to provide services or goods requested by Company.
3. Enforcement
1122
The Employee agrees that if he/she commits a breach of any of the provisions of this Agreement, the
Company shall have the right to enforce this Agreement in any court having equity jurisdiction.
Employee acknowledges and agrees that any such breach of this Agreement will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the Company. In
addition, the Company shall have any other rights and remedies available at law or in equity.
4. Termination
All materials furnished to Employee by Company, and all materials prepared by Employee in
connection with Employee's employment by Company, including without limitation documents,
models, source code, designs, flowcharts and listings, along with all copies made thereof, shall be
returned promptly to Company upon termination of Employee's employment by Company.
5. Ownership
Employee agrees that all developments made and works created by Employee or under Employee's
direction in connection with Company assignments shall be the sole and complete property of
Company, that any and all copyrights and other proprietary interests therein shall belong to Company,
and that the other provisions of this Agreement shall fully apply to all such developments and works.
6. Governing Law
This Agreement shall be construed in accordance with the laws of the state of [STATE/PROVINCE].
7. INDEMNIFICATION
Employee agrees to pay liquidated damages in the amount of [dollar amount] for any violation of the
covenant not to disclose confidential information contained in this Agreement.
If any part of these promises is void for any reason, the undersigned accepts that it may be severed
without affecting the validity or enforceability of the balance of the promises.
This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns,
COMPANY EMPLOYEE
1123
1124
EMPLOYEE PROPRIETARY RIGHTS
ACKNOWLEDGEMENT
This Employee Proprietary Rights Acknowledgment (the "Agreement") is made and effective this
[Date],
TERMS
1. During the course of my employment, I have, and in the future may, develop certain work
product within the scope of my job responsibilities or otherwise within the scope of the
Employer’s current or potential lines of business. This work product may be created by me
at the Employer’s premises, during my normal work hours, or after hours at another
location. This work product may be created by me alone or in conjunction with other
employees or other third parties. All such work product shall be herein referred to as
“Employer Proprietary Products.”
2. I agree that my Employer shall own all proprietary rights, including but not limited to
copyrights, trade secret rights, patent rights. Trademark rights, and all other intellectual
property rights in and to the Employer Proprietary Products.
3. I agree that all Employer Proprietary Products shall be considered “works made for hire”
under the provisions of the United States Copyright Act and all other equivalent laws.
4. Upon request from the Employer, I agree to execute any and all documents and take any
other actions reasonably necessary to secure ownership of the Employer Proprietary
Products in the employer including but not limited to executing assignments, applications,
certificates and other instruments requested by my employer.
5. I hereby assign to Employer, waive, relinquish and release any and all moral rights and other
common law or statutory rights to the employer Proprietary Products for the benefit of my
Employer.
1125
6. I agree not to take any action to challenge or in contravention of the rights of the Employer
in and to the Employer Proprietary Products.
7. I acknowledge and agree that the Employer shall have the unrestricted right to secure state
and federal proprietary right protection over all Employer Proprietary Products, including
but not limited to copyright, patent, trade secret, trademark and all other available
protections.
8. I agree at all times to be mindful of the proprietary rights of third parties in the planning and
development of work product and to take all steps necessary to avoid infringement upon the
rights of third parties or the appearance of potential infringement upon the rights of any
third party.
9. I agree that during the period of my employment and thereafter, that I will refrain from
disclosing any confidential or trade secret information of my employer to any other party
and that I will refrain from suing any such information for my own purposes and personal
benefit. I acknowledge that misappropriations of trade secrets is prohibited by law and in
some cases can result in criminal liability. I agree that all trade secrets are of value to my
Employer and that misappropriation thereof could cause my Employer substantial damage
and injury. Trade secrets may include written or unwritten information, inventions,
processes or ideas that are protected by my Employer and have potential value or the release
of which could do damage to my Employer or place my Employer at a competitive
disadvantage. Trade secrets may include customer lists, referral lists, customer information,
demographic information, software, programming methods, source codes, proprietary
technology, business plans, financial information, product design, formula, data, processes,
systems, marketing and advertising plans, internet marketing techniques, design techniques,
and a host of other information that the Employee deems to be confidential and proprietary.
10. I represent and warrant that there are no obligations that are remnant of any prior
employment, contractual or working relationship which could interfere with my duties to
my employer or which could lead, directly or indirectly, to any claim of infringement or
other legal claim related to the fruits of my efforts for this Employer.
11. Upon termination of my employment, whether with or without cause, by my actions or my

Employer’s action, or upon request from my Employer, I agree that I shall not retain any
copies or other forms of my work product or any other information, assets, property,
whether tangible or intangible of the Employer or including any trade secrets or confidential
1126
information of the Employer and that I shall turn all such items over to the Employer prior
to my departure.
BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVEP

REVIOUSLY ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICTING
YOU FROM DISCLOSURE OF PROPRIETARY INFORMATION AND THAT YIU
UNDERSTAND THAT THE TERMS OF THOSE RESTRICTIONS CONTINUE
INDEFINATELY FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT WITH
THE COMPANY. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND COMPANY POLICIES WITH RESPECT TO PROTECTION OF
PROPRIETARY INFORMATION AND THAT YOU WILL TAKE NO ACTIONS
CONTRARY THERETO.
YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT
AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH
ALL OF THE ITEMS CONTAINED HEREIN.
COMPANY EMPLOYEE

13.
1127
EMPLOYMENT AGREEMENT – TECHNICAL
EMPLOYEE
This Employment Agreement for “At Will” Employee (the "Agreement") is made and effective this
[Date],
AND: [COMPANY NAME] (the "Company"), an entity organized and existing under the laws of
Recitals
In consideration of the covenants and agreements herein contained and the moneys to be paid
hereunder, the Company hereby employs the Employee and the Employee hereby agrees to perform
services as an employee of the Company, on an “at will” basis, upon the following terms and conditions:
1. Company's Trade Secrets
Employee understands that in performance of [HIS/HER] job duties with the Company, Employee
will be exposed to the Company's trade secrets. "Trade secrets" means information or material that is
commercially valuable to the Company and not generally known in the industry. This includes:
A. Any and all versions of the Company's proprietary system (including source code and object
code), hardware, firmware and documentation;
B. Technical information concerning the Company's products and services, including product
data and specifications, diagrams, flow charts, drawings, test results, know-how, processes,
inventions, research projects and product development;
C. Information concerning the Company's business, including cost information, profits, sales
information, accounting and unpublished financial information, business plans, markets
and marketing methods, customer lists and customer information, purchasing techniques,
supplier lists and supplier information and advertising strategies;
1128
D. Information concerning the Company's employees, including their salaries, strengths,
weaknesses and skills;
E. Information submitted by the Company's customers, suppliers, employees, consultants or

co-venturers with the Company for study, evaluation or use; and
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F. Any other information not generally known to the public which, if misused or disclosed,
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could reasonably be expected to adversely affect the Company's business.
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2. Nondisclosure of Trade Secrets
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Employee will keep the Company's trade secrets, whether or not prepared or developed by
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[HIM/HER], in the strictest confidence. Employee will not use or disclose such secrets to others
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without the Company's written consent, except when necessary to perform [HIS/HER] job. However,
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Employee shall have no obligation to treat as confidential any information which:
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A. Was in [HIS/HER] possession or known to me, without an obligation to keep it
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confidential, before such information was disclosed to Employee by the Company;
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B. Is or becomes public knowledge through a source other than Employee and through no fault
s
of Employee; or
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C. Is or becomes lawfully available to Employee from a source other than the Company.
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3. Confidential Information of Others
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Employee will not disclose to the Company, use in the Company's business, or cause the Company to
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use, any information or material that is a trade secret of others. [HIS/HER] performance of this
r
Agreement will not breach any agreement to keep in confidence proprietary information acquired by
a
Employee prior to [HIS/HER] employment by the Company.
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4. No Conflicting Obligations
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Employee has no other current or prior agreements, relationships or commitments that conflict with
.
this Agreement or with [HIS/HER] relationship other than the following: [SPECIFY; IF NONE, SO
2
STATE].
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1129 A
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5. Return of Materials
When [HIS/HER] employment with the Company ends, for whatever reason, Employee will promptly
deliver to the Company all originals and copies of all documents, records, software programs, media and
other materials containing any of the Company's trade secrets. Employee will also return to the
Company all equipment, files, software programs and other personal property belonging to the
Company.
6. Confidentiality Obligation Survives Employment
Employee understand that [HIS/HER] obligation to maintain the confidentiality and security of the
Company's trade secrets remains with Employee even after [HIS/HER] employment with the
Company ends and continues for so long as such material remains a trade secret.
7. Computer Programs Are Works Made for Hire
Employee understand that as part of [HIS/HER] job duties Employee may be asked to create, or
contribute to the creation of, computer programs, documentation and other copyrightable works.
Employee agree that any and all computer programs, documentation and other copyrightable materials
that Employee is asked to prepare or work on as part of [HIS/HER] employment with the Company
shall be "works made for hire" and that the Company shall own all the copyright rights in such works.
IF AND TO THE EXTENT ANY SUCH MATERIAL DOES NOT SATISFY THE LEGAL
REQUIREMENTS TO CONSTITUTE A WORK MADE FOR HIRE, EMPLOYEE HEREBY
ASSIGN ALL [HIS/HER] COPYRIGHT RIGHTS IN THE WORK TO THE COMPANY.
8. Disclosure of Developments
While Employee is employed by the Company, Employee will promptly inform the Company of the
full details of all [HIS/HER] inventions, discoveries, improvements, innovations and ideas (collectively
called "Developments") – whether or not patentable, copyrightable or otherwise protectible – that
Employee conceives, completes or reduces to practice (whether jointly or with others) and which:
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A. Relate to the Company's present or prospective business, or actual or demonstrably
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anticipated research and development; or
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B. Result from any work Employee do using any equipment, facilities, materials, trade secrets
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or personnel of the Company; or
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C. Result from or are suggested by any work that Employee may do for the Company.
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1130 n
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9. Assignment of Developments
Employee hereby assigns to the Company or the Company's designee, [HIS/HER] entire right, title and
interest in all of the following, that Employee conceives or makes (whether alone or with others) while
employed by the Company:
A. All Developments;
B. All copyrights, trade secrets, trademarks and mask work rights in Developments; and
C. All patent applications filed and patents granted on any Developments, including those in
foreign countries.
10. Post-Employment Assignment
Employee will disclose to the Company any and all computer programs, inventions, improvements or
discoveries actually made, or copyright registration or patent applications filed, within [NUMBER]
months after [HIS/HER] employment with the Company ends. Employee hereby assigns to the
Company [HIS/HER] entire right, title and interest in such programs, inventions, improvements and
discoveries, whether made individually or jointly, which relate to the subject matter of [HIS/HER]
employment with the Company during the [NUMBER] month period immediately preceding the
termination of [HIS/HER] employment.
11. Execution of Documents
Both while employed by the Company and afterwards, Employee agrees to execute and aid in the
preparation of any papers that the Company may consider necessary or helpful to obtain or maintain
any patents, copyrights, trademarks or other proprietary rights at no charge to the Company, but at its
expense.
If the Company is unable to secure [HIS/HER] signature on any document necessary to obtain or
maintain any patent, copyright, trademark or other proprietary rights, whether due to [HIS/HER]
mental or physical capacity or any other cause, Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as [HIS/HER] agents and attorneys-in-fact to
execute and file such documents and do all other lawfully permitted acts to further the prosecution,
issuance and enforcement of patents, copyrights and other proprietary rights with the same force and
effect as if executed by Employee.
1131
12. Prior Developments
As a matter of record, Employee has identified all prior developments relevant to the subject matter of
[HIS/HER] employment by the Company ("Prior Developments") that have been conceived or
reduced to practice or learned by Employee, alone or jointly with others, before [HIS/HER]
employment with the Company, which Employee desires to remove from the operation of this
Agreement. The Prior Developments consist of:
[LIST ALL PRIOR DEVELOPMENTS OR "None."]
Employee represents and warrants that this list is complete. If there is no such list, Employee represents
that [HE/SHE] has made no such Prior Developments at the time of signing this Agreement.
13. Conflict of Interest
During [HIS/HER] employment by the Company, Employee will not engage in any business activity
competitive with the Company's business activities. Nor will Employee engage in any other activities
that conflict with the Company's best interests.
14. Post-Employment Noncompetition Agreement
Employee understand that during [HIS/HER] employment by the Company Employee may beco-
Employee familiar with confidential information of the Company. Therefore, it is possible that
Employee could gravely harm the Company if Employee worked for a competitor. Accordingly,
Employee agrees for [TIME PERIOD] following the end of [HIS/HER] employment with the
Company not to compete, directly or indirectly, with the Company in any of its business if the duties
of such competitive employment inherently require that Employee use or disclose any of the Company's
confidential information. Competition includes the design, development, production, promotion or
sale of products or services competitive with those of the Company. Employee agrees not to engage in,
or contribute [HIS/HER] knowledge to, any work that is competitive with or functionally similar to a
product, process, apparatus or service on which Employee worked while at the Company. The following
post-employment noncompetition terms shall apply also:
A. Diversion of Company Business: For a period of [TIME PERIOD] months from the date
[HIS/HER] employment ends, Employee will not divert or attempt to divert from the
Company any business the Company enjoyed or solicited from its customers during the
[NUMBER] months prior to the termination of [HIS/HER] employment.
B. Geographic Restrictions: Employee acknowledges and agrees that the products/services

developed by the Company are, or are intended to be, distributed to customers nationally
1132
throughout [COUNTRY]. According, Employee agrees that these restrictions on
[HIS/HER] post-employment competitive activity shall apply throughout the entire
[COUNTRY].
A. Written Consent: Employee understand that Employee will be permitted to engage in the
work or activity described in this Agreement if Employee provide the Company with clear
and convincing written evidence, including assurances from [HIS/HER] new employer and
me, that the contribution of [HIS/HER] knowledge to that work or activity will not cause
Employee to disclose, base judgment upon or use any of the Company's confidential
information. The Company will furnish Employee a written consent to that effect if
Employee provide the required written evidence. Employee agree not to engage in such
work or activity until Employee receive such written consent from the Company.
B. Inability to Secure Employment: If, solely as a result of this noncompetition agreement,

Employee am unable to secure employment appropriate to [HIS/HER] abilities and
training, despite [HIS/HER] diligent efforts to do so, the Company shall either: (1) release
Employee from [HIS/HER] noncompetition obligations to the extent necessary to allow
Employee to obtain such employment, or (2) pay Employee a periodic amount equal to
[HIS/HER] monthly base pay at termination for the balance of the term of this
noncompetition agreement.
If and while the Company elects to pay Employee the amounts described above, Employee promise to
diligently pursue other employment opportunities consistent with [HIS/HER] general skills and
interests. Employee understand that the Company's obligation to make or continue the payments
specified above will end upon [HIS/HER] obtaining employment, and Employee will promptly give
the Company written notice of such employment.
15. Noninterference with Company Employees
While employed by the Company and for [TIME PERIOD] afterwards, Employee will not:
A. Induce, or attempt to induce, any Company employee to quit the Company's employ,
B. Recruit or hire away any Company employee, or
C. Hire or engage any Company employee or former employee whose employment with the
Company ended less than one year before the date of such hiring or engagement.
16. Enforcement
1133
Employee agree that in the event of a breach or threatened breach of this Agreement, money damages
would be an inadequate remedy and extremely difficult to measure. Employee agree, therefore, that the
Company shall be entitled to an injunction to restrain Employee from such breach or threatened breach.
Nothing in this Agreement shall be construed as preventing the Company from pursuing any remedy
at law or in equity for any breach or threatened breach.
17. Successors
The rights and obligations under this Agreement shall survive the termination of [HIS/HER] service to
the Company in any capacity and shall inure to the benefit and shall be binding upon: (1) [HIS/HER]
heirs and personal representatives, and (2) the successors and assigns of the Company.
18. Governing Law
[STATE/PROVINCE].
19. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be
unaffected and shall be enforceable against both the Company and Employee.
This Agreement supersedes and replaces all former agreements or understandings, oral or written,
between the Company and Employee, except for prior confidentiality agreements Employee has signed
relating to information not covered by this Agreement.
21. Modification
This Agreement may not be modified except by a writing signed both by the Company and Employee.
22. Assignment
This Agreement may be assigned by the Company. Employee may not assign or delegate [HIS/HER]
duties under this Agreement without the Company's prior written approval.
23. Acknowledgment
1134
Employee has carefully read and considered all provisions of this Agreement and agrees that all of the
restrictions set forth are fair and reasonably required to protect the Company's interests. Employee
acknowledges that [HE/SHE] has received a copy of this Agreement as signed by [HIM/HER].
In witness hereof, each party to this Agreement has caused it to be executed at [place of execution] on
the date indicated below.
EMPLOYEE COMPANY
1135
EMPLOYMENT AGREEMENT – AT WILL EMPLOYEE
This Employment Agreement for “At Will” Employee (the "Agreement") is made and effective this
[Date],
AND: [CORPORATION NAME] (the "Corporation"), an entity organized and existing under the
Recitals
In consideration of the covenants and agreements herein contained and the moneys to be paid
hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform
services as an employee of the Corporation, on an “at will” basis, upon the following terms and
conditions:
1. Appointment
The Employee is hereby employed by the Corporation to render such services and to perform such tasks
as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce
the duties, or modify the title and job description, of the Employee from time to time, and any such
increase, reduction or modification shall not be deemed a termination of this Agreement.
2. Acceptance of Employment
Employee accepts employment with the Corporation upon the terms set forth above and agrees to
devote all Employee’s time, energy and ability to the interests of the Corporation, and to perform
Employee’s duties in an efficient, trustworthy and business-like manner.
3. Devotion of Time to Employment
The Employee shall devote the Employee's best efforts and substantially all of the Employee's working
time to performing the duties on behalf of the Corporation. The Employee shall provide services during
the hours that are scheduled by the Corporation management. The Employee shall be prompt in
reporting to work at the assigned time.
4. No Conflict of Interest
1136
Employee shall not engage in any other business while employed by the Corporation. Employee shall
not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall
not provide any service or lend any aid or assistance to any party that competes with the services offered ©
by the Corporation. Employee shall not provide any services to clients or prospective clients of the C
Corporation outside of the provision of services for the Corporation, whether such services are provided o
with or without compensation or remuneration. p
5. Corporation Property y
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Employee acknowledges and agrees that while employed by the Corporation the Employee may be i
provided with use of computer equipment and other property of the Corporation. The use and g
possession of the such items shall be subject to any policies, requirements or restrictions established by h
the Corporation. Such items may only be used in performance of the Employee’s duties for the t
corporation. On request of the Corporation, the Employee shall immediately deliver any such items to E
the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return n
any such item to the Corporation whether a request is made or not. The obligation to return v
Corporation property shall extend and include any and all work product, client property, proprietary i
rights, intangible property, and all other property of the corporation regardless of the form or medium. s
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6. COMPENSATION o
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The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. C
Payment shall be at the same time as the Corporations usual payroll to other employees. o
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7. Bonus & Benefits p
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Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or r
representation that any bonuses will be paid has been made to the Employee. a
Standard benefits that are provided to other non-management employees shall be offered to the t
Employee, subject to the Corporation’s policies and the terms and conditions of such benefits. i
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8. Withholding n
.
All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other 2
withholdings and similar taxes and payments required by applicable law. 0
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9. QUALIFICATIONS of Employee 2
.
The employee shall satisfy all of the qualification that are established by the Corporation. A
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1137 l
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There shall be no guaranteed term of employment. Employ acknowledges and agrees that Employee
shall be an “At Will” Employee and that Employee’s employment may be terminated at any time by the
Corporation, with or without cause.
11. FEES FROM EMPLOYEE’S WORK

12.
The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the
fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums
paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services
of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the
property of the Corporation and shall be included in the Corporation's name in such checking account
or accounts as the Corporation may from time to time designate.
CLIENTS AND CLIENT RECORDS
The Corporation shall have the authority to determine who will be accepted as clients of the
Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and
not the Employee. All client records and files of any type concerning clients of the Corporation shall
belong to and remain the property of the Corporation, notwithstanding the subsequent termination of
the employment.
13. POLICIES AND PROCEDURES
The Corporation shall have the authority to establish from time to time the policies and procedures to
be followed by the Employee in performing services for the Corporation. This may include, but is not
necessarily limited to, employment policies, computer use policies, Internet access policies, email
policies, and all other policies, procedures, directives, and mandates established by the Corporation,
whether or not in written form or formally adopted. Employee shall abide by the provisions of any
contract entered into by the Corporation under which the Employee provides services. Employee shall
comply with the terms and conditions of any and all contracts entered by the Corporation.
14. TERMINATION
Employee acknowledges and agrees that Employee is an “at will” employee of the Corporation. As such,
no term of employment is created hereby and employee may be terminated at any time in the sole
discretion of the Corporation, whether there exists any cause for termination or not.
1138
15. CREATIONS AND INVENTIONS
Employee acknowledges and agrees that any and all work product of the Employee that is conceived or
created during the Employee’s employment with the Corporation is the exclusive property of the
Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents,
trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions,
drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI’s, plug ins,
applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product
of the Employee. The Employee acknowledges and agrees that all creations shall be “works made for
hire” as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be
considered to be a work made for hire, Employee agrees, during Employee’s employment and thereafter,
which covenant shall survive any termination of the employment relationship, to execute any and all
documents requested by the Corporation to confirm the Corporation’s ownership and control of all
such material, including but not limited to assignments of copyright, confirmations of work for hire
status, waivers of proprietary rights, copyright application, and any other documents requested by
Corporation.
16. RESTRICTIVE COVENANTS

17.
The Employee acknowledges that the Corporation, through its employment of the Employee, has
provided the Employee with confidential information, business and professional contacts, training and
experience, and the ability to service and otherwise have access to the Corporation's clients. The
Employee further acknowledges that such confidential information, business and professional contacts,
training and experience, and the ability to service and otherwise have access to the Corporation's clients
are the result of his employment by the Corporation. In consideration of the foregoing and of the
benefits generally provided to the Employee by the Corporation pursuant to the terms of this
Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and
prohibitions of this Article, which restrictions are intended by the parties to extend to any and all
activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an
officer, director, stockholder, agent, employee or salesman for any person, firm, partnership,
corporation or other entity, or otherwise.
18. Hiring
The Employee agrees that during the Employee's employment with the Corporation and for a period of
[NUMBER] years following the termination of this Agreement, whether the termination shall be
voluntary or involuntary, or with or without cause, the Employee will not attempt to hire any other
employee or independent contractor of the Corporation or otherwise encourage or attempt to
1139
encourage any other employee or independent contractor of the Corporation to leave the Corporation's
employ.
19. Confidentiality; Disclosure; Proprietary Information
Employee recognizes and acknowledges that all records with respect to clients, business associates,
customer or referral lists, contracting parties and referral sources of the Corporation, and all personal,
financial and business and proprietary information of the Corporation, its employees, officers, directors
and shareholders obtained by the Employee during the term of this Agreement and not generally known
in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of
the Corporation's business. The Employee hereby agrees that during the term of this Agreement and
following the termination of this Agreement, whether the termination shall be voluntary or involuntary,
or with or without cause, the Employee will not at any time, directly or indirectly, disclose any
Confidential Information, in full or in part, in written or other form, to any person, firm, corporation,
association or other entity, or utilize the same for any reason or purpose whatsoever other than for the
benefit of and pursuant to authorization granted by the Corporation.
20. Solicitation
The Employee further agrees that during the term of this Agreement and following the termination of
this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause,
the Employee will not, in any manner or at any time, solicit or encourage any person, firm, corporation
or other business entity who are clients, business associates or referral sources of the Corporation to
cease doing business with the Corporation or to do business with the Employee.
21. Non-Competition With Corporation Clients
Employee agrees that during the term of the Employee’s employment with the Corporation and for a
period of [NUMBER] years following the cessation of the relationship with the Corporation, the
Employee shall not provide any service to or lend any aid or device to any of the clients of the
Corporation.
22. Covenants Independent
Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as
a covenant independent of any other covenant or provisions of this Agreement or any other agreement
which the Corporation and the Employee may have, fully performed and not executory, and the
existence of any claim or cause of action by the Employee against the Corporation whether predicated
upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Corporation of any other covenant.
1140
23. Proprietary Creations
All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the
"Inventions") that may be conceived or developed by Employee, either alone or with others, during the
term of Employee's employment, whether or not conceived or developed during Employee's working
hours, and with respect to which the equipment, supplies, facilities, or trade secret information of
Company was used, or that relate at the time of conception or reduction to practice of the Invention to
the business of the Corporation or to Corporation's actual or demonstrably anticipated research and
development, or that result from any work performed by Employee for Corporation, will be the sole
property of Corporation, and shall be considered “works for hire”, and Employee hereby assigns to the
Corporation all of Employee's right, title and interest in and to such Inventions. Employee must disclose
to Corporation all inventions conceived during the term of employment, whether or not the invention
constitutes property of Corporation under the terms of the preceding sentence, but such disclosure will
be received by Corporation in confidence. Employee must execute all documents, including patent
applications and assignments, required by Corporation to establish Corporation's rights under this
Section.
24. Divisibility of Covenant Areas and Periods
If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or
against public policy, each covenant shall be considered divisible both as to time and geographical area;
and each [NUMBER] month of the specified period shall be deemed to be a separate period of time and
each [NUMBER] mile radius segment of the geographical area shall be deemed to be a separate
geographical area, so that the maximum lesser time and geographical area shall remain effective so long
as the same is not unreasonable, arbitrary or against public policy.
1141
25. Injunctive and Equitable Relief
Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the
event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain,
that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law
for any breach will be inadequate to compensate the Corporation. Consequently, the Employee agrees that in
the event of a breach of any such covenant, in addition to any other relief to which Corporation may be
entitled, Corporation shall be entitled to enforce the covenant by injunctive or other equitable relief ordered
by a court of competent jurisdiction.
26. Venue; Court Proceedings
The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, cross
claim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall be in
[STATE/PROVINCE]. In any action or proceeding by Employee relating to or involving the enforcement of
the covenant, and any counterclaim, cross claim or other litigation which may be asserted or brought against
Corporation, the Employee hereby expressly waives any and all right to a trial by jury with respect to the action,
proceeding or other litigation resulting from or involving the enforcement of this covenant. Further, in any
action or proceeding by Corporation to obtain a temporary restraining order and/or preliminary injunction,
Employee hereby agrees that the Corporation shall not be required to post an injunction bond in excess of the
principal sum of [AMOUNT] in order to obtain a temporary restraining order and/or preliminary injunction.
Should the Corporation's action for a temporary restraining order and/or motion for preliminary injunction
be granted in whole or in part and should Corporation be ultimately unsuccessful in obtaining a permanent
injunction to enforce the covenant, Employee hereby waives any and all rights Employee may have against
Corporation for any injuries or damages, including consequential damages, sustained by the Employee and
arising directly or indirectly from the issuance of the temporary restraining order and/or preliminary
injunction.
27. Indemnification
The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders
and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution
or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or
whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs
and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any
covenant contained herein.
28. Acknowledgment
1142
The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living
without violating the foregoing restrictions and that the Employee's recognition and representation of this fact
is a material inducement to the execution of this Agreement and to Employee's continued relationship with
the Corporation.
29. Survival of Covenants
All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.
30. Limitations on Authority
Without the express written consent from the Corporation, the Employee shall have no apparent or implied
authority to: (i) Pledge the credit of the Corporation or any of its other employees; (ii) Bind the Corporation
under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the
Corporation unless the Corporation has received the full amount thereof; or (iv) sell, mortgage, transfer or
otherwise dispose of any assets of the Corporation.
31. Representation and Warranty of Employee
The Employee acknowledges and understands that the Corporation has extended employment opportunities
to Employee based upon Employee's representation and warranty that Employee is in good health and able to
perform the work contemplated by this Agreement for the term hereof.
32. Leave of Absence
Leave of absence for required full-time military service or any other purpose authorized by the Corporation
shall not result in termination of employment, and the Employee shall retain the privilege of recommencing
employment upon the Employee's return from military service or other authorized leave of absence as long as
the Employee is otherwise qualified to perform the services required hereunder.
33. Invalid Provision; Severability
The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other
provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
34. Modification
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No change or modification of this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.
35. Applicable Law and Binding Effect; No Waiver

This Agreement shall be construed and regulated under and by the laws of the State of [STATE/PROVINCE]
and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and assigns; but may not be assigned except as otherwise provided elsewhere herein.
This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or
written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in
writing signed by the party against whom any waiver, change, amendment, modification, or discharge is
sought.
37. Notices
Any and all notices or other communication provided for herein, shall be given by registered or certified mail,
return receipt requested, in case of the Corporation to its principal office, and in the case of the Employee to
the Employee's residence address set forth on the first page of this Agreement or to such other address as may
be designated by the Employee.
38. Attorneys' Fees

In the event that either party is required to engage the services of legal counsel to enforce the terms and
conditions of this Agreement against the other party, regardless of whether such action results in litigation, the
prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the
other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses
and other costs, including any accounting expenses incurred.
In witness hereof, each party to this Agreement has caused it to be executed at [place of execution] on the date
indicated below.
EMPLOYEE CORPORATION

14.
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EMPLOYMENT AGREEMENT FOR AN EXECUTIVE
This Employment Agreement for an Executive (the "Agreement") is made and effective this [Date],
BETWEEN: [EXECUTIVE NAME] (the "Executive"), an individual with his main address at:
AND: [COMPANY NAME] (the "Company"), an entity organized and existing under the
Recitals
In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the
Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive
of the Company, upon the following terms and conditions:
1. TERM
The Company hereby employs Executive to serve as [position] and to serve in such additional or different
position or positions as the Company may determine in its sole discretion. The term of employment shall be
for a period of [NUMBER] years (“Employment Period”) to commence on [DATE], unless earlier terminated
as set forth herein.
The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until
the earlier of:
A. The effective date of any subsequent employment agreement between the Company and the
Executive;
B. The effective date of any termination of employment as provided elsewhere herein; or
C. [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall
automatically renew for successive periods of [NUMBER] years each unless either party gives written
notice to other that it does not wish to automatically renew this Agreement, which written notice must
be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior
to the expiration of the applicable term.
2. Duties and Responsibilities
Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the
Company, the Executive shall have each and all of the duties and responsibilities of that position and such other
or different duties on behalf of the Company, as may be assigned from time to time by [identify what person
or body may assign additional responsibilities].
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Location
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The initial principal location at which Executive shall perform services for the Company shall be [location].
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3. Acceptance of Employment
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Executive accepts employment with the Company upon the terms set forth above and agrees to devote all
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Executive’s time, energy and ability to the interests of the Company, and to perform Executive’s duties in an
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efficient, trustworthy and business-like manner.
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4. Devotion of Time to Employment
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The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to
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performing the duties on behalf of the Company. The Executive shall provide services during the normal
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business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted
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to personal or outside business, charitable and professional activities and shall not constitute a violation of this
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Agreement provided such activities do not materially interfere with the services required to be rendered
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hereunder.
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5. QUALIFICATIONS
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The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably
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and in good faith established by the Board of Directors.
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6. Compensation
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7.1 Base Salary
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Executive shall be paid a base salary (“Base Salary”) at the annual rate of [salary], payable in bi-weekly
.
installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on or
2
before [DATE] of each year, unless Executive’s employment hereunder shall have been terminated earlier
0
pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to
0
determine if such Base Salary should be increased for the following year in recognition of services to the
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Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic
.
compensation, bonus and benefits as hereinafter set forth.
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7.2 Payment
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Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company
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policies in effect from time to time, including normal payroll practices.
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7.3 Bonus
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From time to time, the Company may pay to Executive a bonus out of net revenues of the Company.
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Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or
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the Executive committee of the Board of Directors and the Executive shall have no entitlement to
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1146 s
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such amount absent a decision by the Company as aforesaid to make such bonus compensation.
Executive shall also be entitled to a bonus determined as follows:
[DESCRIBE]
7.4 Benefits
The Company shall provide Executive with such benefits as are provided to other senior
management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER]
days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage
under the same terms as offered to other Executives of the Company, (iii) retirement and profit
sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the ©
Company’s policies, and (v) such other benefits and perquisites as are approved by the Board of C
Directors. The Company has the right to modify conditions of participation, terminate any benefit, or o
change insurance plans and other providers of such benefits in its sole discretion. The Executive p
shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the y
Company’s policies and procedures therefore, and only for such items that are a necessary and r
integral part of the Executive’s job functions. i
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7.5 Non-Deductible Compensation h
In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent t
jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the E
Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue n
Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such v
other individual required to make such payment, an amount equal to the tax imposed on the disallowed i
portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or s
other party required to make payment shall not be required to defend any proposed disallowance or other i
action by the Internal Revenue Service or any other state, federal, or local taxing authorities. o
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7.6 Withholding C
All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other o
withholdings and similar taxes and payments required by applicable law. r
7. Other Employment Benefits p
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8.1 Business Expenses r
Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be a
entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by t
Executive in the performance of his duties under this Agreement. i
8.2 Benefit Plans o
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Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability
insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to
participate in any other benefit plan offered by the Company to its Executives during the term of this
Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below).
Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or
amending any Executive benefit plan or program from time to time.
8.3 Vacation
Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment,
exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the
Company’s normal business operations. ©
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8.4 Stock Options o
Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the p
terms of the Company’s existing Stock Option Plan dated [DATE], subject to the following terms: y
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The options will vest only as follows: i
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Event Vesting Amount h
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If Executive is still an Options to acquire [NUMBER] E
Executive of the Company on shares of Common Stock n
[DATE] v
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If Executive is still an Options to acquire [NUMBER] s
Executive of the Company on shares of Common Stock i
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If Executive is still an Options to acquire [NUMBER] C
Executive of the Company shares of Common Stock o
on [DATE] r
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If Executive is still an Options to acquire [NUMBER] o
Executive of the Company shares of Common Stock r
on [DATE] a
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If Executive is still an Options to acquire [NUMBER] i
Executive of the Company shares of Common Stock o
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The exercise price for the options shall be at [PRICE] per share, as appropriately adjusted for stock splits, stock
dividends, and the like.
The vested options shall be exercisable until the earlier of [NUMBER] years after vesting or [NUMBER] days
after termination of Executive’s employment with the Company. No additional vesting of options shall occur
after Executive’s death, disability, or cessation of employment with the Company for any reason or no reason.
Issuance of the options shall be in accordance with all applicable securities laws and the other terms and
conditions of the Company’s Stock Option Plan and form of the Stock Option Agreement.
8. PROFESSIONAL FEES
The Company shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to
be charged by the Company. All sums paid to the Executive or the Company in the way of fees or otherwise
for services of the Executive, shall, except as otherwise specifically agreed by the Company, be and remain the
property of the Company and shall be included in the Company's name in such checking account or accounts
as the Company may from time to time designate.
9. CLIENTS AND CLIENT RECORDS
The Company shall have the authority to determine who will be accepted as clients of the Company, and the
Executive recognizes that such clients accepted are clients of the Company and not the Executive. The
Company shall have the authority to designate, or to establish a procedure for designating which professional
Executive of the Company will handle each such client. All client records and files of any type concerning
clients of the Company shall belong to and remain the property of the Company, notwithstanding the
subsequent termination of this Agreement.
10. POLICIES AND PROCEDURES

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The Company shall have the authority to establish from time to time the policies and procedures to be followed C
by the Executive in performing services for the Company. Executive shall abide by the provisions of any o
contract entered into by the Company under which the Executive provides services. Executive shall comply p
with the terms and conditions of any and all contracts entered by the Company. y
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11. Termination of Employment i
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12.1 For Cause h
Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment t
hereunder for cause for any one of the following reasons: 1) conviction of a felony, any act involving moral E
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1149 v
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turpitude, or a misdemeanor where imprisonment is imposed, 2) commission of any act of theft, fraud,
dishonesty, or falsification of any employment or Company records, 3) improper disclosure of the Company’s
confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the
Company’s reputation or business, 5) Executive’s failure or inability to perform any reasonable assigned duties
after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability,
6) any breach of this Agreement, which breach is not cured within [NUMBER] days following written notice
of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused
absenteeism, 9) unlawful appropriation of a corporate opportunity, or 10) misconduct in connection with the
performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property
of the Company, securing or attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or
regulations on Company premises or to which the Company is subject. Upon termination of Executive’s
employment with the Company for cause, the Company shall be under no further obligation to Executive,
except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.
12.2 Without Cause

The Company may terminate Executive’s employment hereunder at any time without cause, provided,
however, that Executive shall be entitled to severance pay in the amount of [NUMBER] weeks of Base Salary
in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if,
and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may
have against the Company in a form provided by the Company and Executive executes such form within
[NUMBER] days of tender.
12.3 Resignation
Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of
the Company if [he][she] is a director.
12.4 Cooperation
After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the
Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all
matters being handled by Executive.
12.5 Compensation After Notice of Termination

After notice of termination has been given by either Company or Executive, as provided in this Article,
Executive shall be entitled to receive the compensation provided for in this Agreement until the notice period
has expired. It is understood that after the written notice is given by either Company or Executive, Executive
shall continue to devote substantially all of the Executive's time to the Executive's normal services for the
Company during the notice period, with sufficient time allowed, in the sole discretion of the Company, for
Executive to seek new employment.
12. DISABILITY OF EXECUTIVE
1150
The Company may terminate this Agreement without liability if Executive shall be permanently prevented
from properly performing his essential duties hereunder with reasonable accommodation by reason of illness
or other physical or mental incapacity for a period of more than [NUMBER] consecutive days. Upon such
termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.
13.1 Definitions
For purposes of this Agreement, whenever used in this Article 14:
"Total disability" shall mean that the Executive is unable, mentally or physically, whether it be due to sickness,
accident, age or other infirmity, to engage in any aspect of the Executive's normal duties as set forth in this
Agreement.
"Partial disability" shall mean that the Executive is able to perform, to some extent, on behalf of the
Company, the particular services in which the Company specializes, and which the Executive previously
performed for the Company, but that the Executive is unable, mentally or physically, to devote the same
amount of time to such services as was devoted prior to the occurrence of such sickness or accident.
"Normal monthly salary" shall mean the salary which the Executive is being paid by the Company per month
as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board
of Directors pursuant to the terms hereof.
13.2 Total Disability

During a single period of total disability of the Executive, the Executive shall be entitled to receive from the
Company, the Executive's normal monthly salary for the shorter of first three (3) months of disability or until
any disability insurance policy available through the Executive’s employment begins to pay benefits. If the
single period of disability should continue beyond three (3) months, the Executive shall receive only such
amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if any.
13.3 Partial Disability

During a period of partial disability of the Executive, the Executive shall receive an amount of compensation
computed as follows:
That portion of the Executive's normal monthly basic compensation which bears the same ratio to the
Executive's normal monthly basic compensation as the amount of time which the Executive is able to devote
to the usual performance of services on behalf of the Company during such period bears to the total time the
Executive devoted to performing such services prior to the commencement date of the single period of
disability, and
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Such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the
numerator of which shall be the percentage of normal services that the Executive is able to perform and the
denominator which shall be the total services that the Executive is able to perform absent the partial disability.
13.4 Combination of Total and Partial Disability

If a single period of disability of the Executive consists of a combination of total disability and partial disability,
the maximum total disability compensation to which the Executive shall be entitled from the Company under
this disability provision shall not exceed an amount equal to one (1) times the Executive's normal monthly
basic compensation.
13.5 Broken Periods of Disability

A period of disability may be continuous or broken. If broken into partial periods of disability which are
separated by intervening periods of work, there shall be aggregated together all of such successive partial periods
of disability except any period prior to the time when any single period of work extends for [NUMBER]
months or longer; and such aggregated periods of disability shall be treated as a single period in determining
the amount of disability compensation to which an Executive shall be entitled under any provision of this
Section.
13.6 Termination Due to Disability

If and when the period of total or partial disability of the Executive totals [NUMBER] months, the Executive's
employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled
Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon
such terms as may be mutually agreeable.
13.7 Commencement Date of Disability

The commencement date of a period of disability, whether it be a continuous period or the aggregate of
successive partial periods, shall be the first day on which the Executive is disabled.
13.8 Dispute Regarding Existence of Disability

Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the
determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the
Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by
the other two (2) physicians so selected.
13.9 Death of Executive

In the event the Executive shall die during the term hereof, the Company shall pay to the Executive's surviving
spouse, or if the Executive shall leave no surviving spouse, then to the Executive's estate, only such amounts as
may have been earned by the Executive prior to the Executive's date of death, but which were unpaid at date
of death.
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13. Confidential Information and Invention Assignments
Executive recognizes and acknowledges that all records with respect to clients, business associates, customer or
referral lists, contracting parties and referral sources of the Company, and all personal, financial and business
and proprietary information of the Company, its Executives, officers, directors and shareholders obtained by
the Executive during the term of this Agreement and not generally known in the public (the "Confidential
Information") are valuable, special and unique and proprietary assets of the Company's business. The
Executive hereby agrees that during the term of this Agreement and following the termination of this
Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether
the termination is solely due to the expiration of the term of this Agreement, the Executive will not at any time,
directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any
person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever
other than for the benefit of and pursuant to authorization granted by the Company. "Confidential
Information" shall also include any information (including, but not limited to, technical or non-technical data,
a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial
data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value,
actual or potential, from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy. In the case of Company's business,
Company's Trade Secrets include (without limitation) information regarding names and addresses of any
customers, sales personnel, account invoices, training and educational manuals, administrative manuals,
prospective customer leads, in whatever form, whether or not computer or electronically accessible "on-line."
14. Exclusive Employment
During employment with the Company, Executive will not do anything to compete with the Company’s
present or contemplated business, nor will he or she plan or organize any competitive business activity.
Executive will not enter into any agreement which conflicts with his duties or obligations to the Company.
Executive will not during his employment or within [NUMBER] year after it ends, without the Company’s
express written consent, directly or indirectly, solicit or encourage any Executive, agent, independent
contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship
with the Company.
15. Hiring
The Executive agrees that during the Executive's employment with the Company and for a period of
[NUMBER] years following the termination of this Agreement, whether the termination shall be voluntary or
involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of
1153
this Agreement, the Executive will not attempt to hire any other Executive or independent contractor of the
Company or otherwise encourage or attempt to encourage any other Executive or independent contractor of
the Company to leave the Company's employ.
16. Assignment and Transfer
Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise,
and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the
benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets,
any corporate successor to Company or any assignee thereof.
17. No Inconsistent Obligations
Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with
his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce
the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants
that he or she has returned all property and confidential information belonging to all prior employers.
The parties hereto agree that, in the event of breach or threatened breach of any covenants of Executive, the
damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable,
and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree
that the Company shall be entitled to injunctive relief against Executive in the event of any breach or threatened
breach of any of such provisions by Executive, in addition to any other relief (including damages) available to
the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to
this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses
incurred in such action.
In the event that either party is required to engage the services of legal counsel to enforce the terms and
conditions of this Agreement against the other party, regardless of whether such action results in litigation, the
prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the
other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses
and other costs, including any accounting expenses incurred.
19. Governing Law
[STATE/PROVINCE] without regard to conflict of law principles.
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20. Amendment
This Agreement may be amended only by a writing signed by Executive and by a duly authorized representative
of the Company.
21. Severability
If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place
or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such
term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in
full force and effect.
22. Construction
The headings and captions of this Agreement are provided for convenience only and are intended to have no
effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all
cases construed according to its fair meaning and not strictly for or against the Company or Executive.
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy
by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to
law, shall not preclude or waive its right to exercise any or all other rights and remedies.
24. Nonwaiver
No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder
or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or
privilege in any other instance. All waivers by either party hereto must be contained in a written instrument
signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than
Executive) or other person duly authorized by the Company.
25. Notices
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Any and all notices or other communication provided for herein, shall be given by registered or certified mail,
return receipt requested, in case of the Company to its principal office, and in the case of the Executive to the
Executive's residence address set forth on the first page of this Agreement or to such other address as may be
designated by the Executive.
26. Assistance in Litigation
Executive shall, during and after termination of employment, upon reasonable notice, furnish such
information and proper assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party;
provided, however, that such assistance following termination shall be furnished at mutually agreeable times
and for mutually agreeable compensation.
Arbitration
Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship,
either during the existence of the employment relationship or afterwards, between the parties hereto, their
assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in [City], [State]. Such
arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the
[ASSOCIATION] (but the arbitration shall be in front of an arbitrator, with the following exceptions if in
conflict: (a) one arbitrator shall be chosen by [NAME]; (b) each party to the arbitration will pay its pro rata
share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or
approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written notice of
the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered
in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and
may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution
for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action
at law or equity; provided however, that nothing in this subsection shall be construed as precluding the
Company from bringing an action for injunctive relief or other equitable relief or relief under the Confidential
Information and Invention Assignment Agreement. The arbitrator shall not have the right to award punitive
damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep
confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator),
and the determination thereof, unless otherwise required by law or necessary for the business of the Company.
The arbitrator(s) shall be required to follow applicable law.
IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN
EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING
HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES
HERETO.
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27. Solicitation
The Executive further agrees that during the term of this Agreement and following the termination of this
Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether
the termination is solely due to the expiration of the term of this Agreement, the Executive will not, in any
manner or at any time, solicit or encourage any person, firm, Company or other business entity who are clients,
business associates or referral sources of the Company to cease doing business with the Company or to do
business with the Executive.
28. Covenants Independent
Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a
covenant independent of any other covenant or provisions of this Agreement or any other agreement which
the Company and the Executive may have, fully performed and not executory, and the existence of any claim
or cause of action by the Executive against the Company whether predicated upon another covenant or
provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company
of any other covenant.
29. Injunctive and Equitable Relief
Executive and Company recognize and expressly agree that the extent of
damages to Company in the event of a breach by Executive of any restrictive covenant set forth herein would
be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed,
and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the
Executive agrees that in the event of a breach of any such covenant, in addition to any other relief to which
Company may be entitled, Company shall be entitled to enforce the covenant by injunctive or other equitable
relief ordered by a court of competent jurisdiction.
30. Indemnification
The Executive hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and
Executives harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or
defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether
out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and
expenses of litigation, arising from or growing out of the Executive's breach or threatened breach of any
31. Acknowledgment
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The Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living
without violating the foregoing restrictions and that the Executive's recognition and representation of this fact
is a material inducement to the execution of this Agreement and to Executive's continued relationship with the
Company.
32. Survival of Covenants
33. Limitations on Authority
Without the express written consent from the Company, the Executive shall have no apparent or implied
authority to: (i) Pledge the credit of the Company or any of its other Executives; (ii) Bind the Company under
any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company
unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose
of any assets of the Company.
34. Representation and Warranty of Executive
The Executive acknowledges and understands that the Company has extended employment opportunities to
Executive based upon Executive's representation and warranty that Executive is in good health and able to
perform the work contemplated by this Agreement for the term hereof.
35. Invalid Provision; Severability
The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other
provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
36. Modification
No change or modification of this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.
This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or
written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in
writing signed by the party against whom any waiver, change, amendment, modification, or discharge is
sought.
38. Disputes
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Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship,
either during the existence of the employment relationship or afterwards, between the parties hereto, their
assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or federal court in [City],
[State]. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient
forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the
Secretary of State (the “Agent”) or to the party at the party’s last known address, if personal service delivery can
not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal
service delivery can not easily be effected.
EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY

IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING
HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES
HERETO.]
In witness hereof, each party to this Agreement has caused it to be executed at [place of execution] on the date
indicated below.
EXECUTIVE COMPANY

15.
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GENERAL EMPLOYMENT AGREEMENT
This General Employment Agreement ("Agreement") is made and effective this [Date],
AND: [EMPLOYER NAME] (the "Employer"), a corporation organized and existing under the laws of the
RECITALS
A. Employer is engaged in the business of [DESCRIBE], and maintains a branch office at [address], [city],
[state/PROVINCE].
B. Employee has been engaged and has had a great deal of experience in the above-designated business.
C. Employee is willing to be employed by employer, and employer is willing to employ employee, on the
terms, covenants, and conditions set forth in this Agreement.
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this
Agreement, the parties agree as follows:
1. EMPLOYMENT
A. Employer employs, engages, and hires employee as a [designate position] to [designate duties], and
employee accepts and agrees to such hiring, engagement, and employment, subject to the general
supervision and pursuant to the orders, advice, and direction of employer.
B. Employee shall perform such other duties as are customarily performed by one holding such position
in other, same, or similar businesses or enterprises as that engaged in by employer, and shall also
additionally render such other and unrelated services and duties as may be assigned to [him or her]
from time to time by employer.
2. BEST EFFORTS OF EMPLOYEE
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Employee agrees that [he or she] will at all times faithfully, industriously, and to the best of [his or her] ability,
experience, and talents, perform all of the duties that may be required of and from [him or her] pursuant to
the express and implicit terms of this Agreement, to the reasonable satisfaction of employer. Such duties shall
be rendered at [address], [city], [STATE/PROVINCE], and at such other place or places as employer shall in ©
good faith require or as the interest, needs, business, or opportunity of employer shall require. C
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3. TERM OF EMPLOYMENT p
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The term of this Agreement shall be a period of [number] years, commencing [date], and terminating [date], r
subject, however, to prior termination as provided in this Agreement. At the expiration date of [date], this i
Agreement shall be considered renewed for regular periods of one year, provided neither party submits a notice g
of termination. h
4. COMPENSATION OF EMPLOYEE t
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Employer shall pay employee, and employee shall accept from employer, in full payment for employee’s n
services under this Agreement, compensation at the rate of [SALARY] per [MONTH/year], payable twice a v
month on the [number] and [number] days of each month while this Agreement shall be in force. i
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Employer shall reimburse employee for all necessary expenses incurred by employee while traveling pursuant i
to employer’s directions. o
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5. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS C
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In spite of anything contained in this Agreement to the contrary, in the event that employer shall discontinue r
operating its business at [address], [city], [state/PROVINCE], then this Agreement shall terminate as of the p
last day of the month in which employer ceases operations at such location with the same force and effect as if o
such last day of the month were originally set as the termination date of this Agreement. r
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6. OTHER EMPLOYMENT i
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Employee shall devote all of [his or her] time, attention, knowledge, and skills solely to the business and interest n
of employer, and employer shall be entitled to all of the benefits, profits, or other issues arising from or incident .
to all work, services, and advice of employee, and employee shall not, during the term of this Agreement, be 2
interested directly or indirectly, in any manner, as partner, officer, director, shareholder, advisor, employee, or 0
in any other capacity in any other business similar to employer’s business or any allied trade; provided, however, 0
that nothing contained in this section shall be deemed to prevent or to limit the right of employee to invest any 2
of [his or her] money in the capital stock or other securities of any corporation whose stock or securities are .
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publicly owned or are regularly traded on any public exchange, nor shall anything contained in this section be
deemed to prevent employee from investing or limit employee’s right to invest [his or her] money in real estate.
7. TRADE SECRETS
Employee shall not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate
to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any
matters affecting or relating to the business of employer, including but not limited to any of its customers, the
prices it obtains or has obtained from the sale of, or at which it sells or has sold, its products, or any other
information concerning the business of employer, its manner of operation, its plans, processes, or other data
without regard to whether all of the above-stated matters will be deemed confidential, material, or important,
employer and employee specifically and expressly stipulating that as between them, such matters are important,
material, and confidential and gravely affect the effective and successful conduct of the business of employer,
and employer’s good will, and that any breach of the terms of this section shall be a material breach of this
Agreement.
8. TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT
All of the terms of Section Eight of this Agreement shall remain in full force and effect for the period of
[number] years after the termination of employee’s employment for any reason, and during such [number]-
year period, employee shall not make or permit the making of any public announcement or statement of any
kind that [he or she] was formerly employed by or connected with employer.
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9. Reimbursement of Expenses C
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The Employee may incur reasonable expenses for furthering the Company's business, including expenses for p
entertainment, travel, and similar items. The Company shall reimburse Employee for all business expenses after y
the Employee presents an itemized account of expenditures, pursuant to Company policy. r
10. RECOMMENDATIONS FOR IMPROVING OPERATIONS i
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Employee shall make available to employer all information of which employee shall have any knowledge and h
shall make all suggestions and recommendations that will be of mutual benefit to employer and employee. t
11. ADDITIONAL COMPENSATION E
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Employee shall not be entitled to any additional compensation by reason of any service that [he or she] may v
perform as the member of any managing committee of employer, or in the event that [he or she] shall at any i
time be elected an officer of director of employer. s
12. EMPLOYEE’S INABILITY TO CONTRACT FOR EMPLOYER i
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In spite of anything contained in this Agreement to the contrary, employee shall not have the right to make n
any contracts or commitments for or on behalf of employer without first obtaining the express written consent C
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13. AGREEMENTS OUTSIDE OF CONTRACT
This Agreement contains the complete Agreement concerning the employment arrangement between the
parties and shall, as of the effective date of this Agreement, supersede all other Agreements between the parties.
The parties stipulate that neither of them has made any representation with respect to the subject matter of
this Agreement or any representations including the execution and delivery of this Agreement except such
representations as are specifically set forth in this Agreement, and each of the parties acknowledges that [he or
she or it] has relied on its own judgment in entering into this Agreement. The parties further acknowledge that
any payments or representations that may have been made by either of them to the other prior to the date of
executing this Agreement are of no effect and that neither of them has relied on such payments or
representations in connection with [his or her or its] dealings with the other.
14. VACATION
Employee shall be entitled to [number] days of paid vacation each year during the term of this Agreement, the
time for such vacation to be determined by mutual Agreement between employer and employee.
Any modification of this Agreement or additional obligation assumed by either party in connection with this
Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative
of each party.
16. FIDELITY BOND
Employee will immediately make application for a fidelity or a surety bond, to any company designated by
employer, in such amount as may be specified by employer. Employer shall pay the premium on such bond,
and such bond shall continue in force in such amounts as employer may from time to time require and in the
event such bond is refused, or is ever canceled, except with the approval of employer, employee’s employment
may be terminated immediately and employee shall be entitled to compensation to the date of such termination
only.
17. TERMINATION
A. This Agreement may be terminated by either party on [number] days’ written notice to the other. If
employer shall so terminate this Agreement, employee shall be entitled to compensation for [number]
days.
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B. In the event of any violation by employee of any of the terms of this Agreement, employer may
terminate employment without notice and with compensation to employee only to the date of such
termination.
C. It is further agreed that any breach or evasion of any of the terms of this Agreement by either party will
result in immediate and irreparable injury to the other party and will authorize recourse to injunction
and or specific performance as well as to all other legal or equitable remedies to which such injured
party may be entitled under this Agreement.
18. TERMINATION FOR DISABILITY

A. In spite of anything in this Agreement to the contrary, employer has the option to terminate this
Agreement in the event that employee shall, during the term of this Agreement, become permanently
disabled as the term permanently disabled is fixed and defined in this Section. Such option shall be
exercised by employer giving notice to employee by registered mail, addressed to [him or her] in care of
employer at [mailing address] or at such other address as employee shall designate in writing of
employer’s intention to terminate this Agreement on the last day of the month during which such
notice is mailed. On the giving of such notice, this Agreement shall cease on the last day of the month
in which the notice is so mailed, with the same force and effect as if such last day of the month were
the date originally set forth in this Agreement as the termination date of this Agreement.
B. For the purposes of this Agreement, employee shall be deemed to have become permanently disabled,
if, during any year of the term of this Agreement, because of ill health, physical or mental disability or
for other causes beyond employee’s control [he or she] shall have been continuously unable or
unwilling or shall have failed to perform [his or her] duties under this Agreement for [number]
consecutive days, or if, during any year of the term of this Agreement, employee shall have been unable
or unwilling or shall have failed to perform [his or her] duties for a total period of [number] days,
irrespective of whether or not such days are consecutive. For the purposes of this Agreement, the term
“any year of the term of this Agreement” is defined to mean any 12-calendar-months period
commencing on [date], and terminating on [date], during the term of this Agreement.
19. Death Benefit
Should Employee die during the term of employment, the Company shall pay to Employee's estate any
compensation due through the end of the month in which death occurred.
20. EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any
other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that
1164
the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both
parties subsequent to the expungement of the invalid provision.
21. CHOICE OF LAW
It is the intention of the parties to this Agreement that this Agreement and the performance under this
Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and
under and pursuant to the laws of the State of [STATE/PROVINCE] and that, in any action, special
proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this
Agreement, the laws of the State of [STATE/PROVINCE] shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special
proceeding may be instituted.
22. NO WAIVER
The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions
of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not
be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in
full force and effect as if no such forbearance or waiver had occurred.
23. ATTORNEY FEES
In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay
to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum
for the successful party’s attorney’s fees.
24. PARAGRAPH HEADINGS
The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used
to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.
In witness hereof, the parties have caused it to be executed on the date indicated above.
EMPLOYEE EMPLOYER
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EMPLOYMENT AGREEMENT FOR KEY EMPLOYEE
This Employment Agreement for Key Employee (the "Agreement") is made and effective this [Date],
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the
RECITALS
D. Company is engaged in the business of [DESCRIBE], and maintains a branch office at [address], [city],
[state/PROVINCE].
E. Employee has been engaged and has had a great deal of experience in the above-designated business.
F. Employee is willing to be employed by Company, and Company is willing to employ employee, on the
terms, covenants, and conditions set forth in this Agreement.
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this
Agreement, the parties agree as follows:
1. Employment
Company will employ Employee and Employee accepts employment upon the terms set forth below, and at a
compensation which may be agreed upon from time to time by Company and Employee. This Agreement
starts as of the date set forth above and remains in effect for an indefinite time until terminated by Company
or by Employee by giving the other party notice of termination at least [NUMBER] days in advance. Instead
of such notice, Company may at its sole option, pay Employee the salary equivalent for [NUMBER] days.
While employed by Company, Employee agrees to devote Employee's full working time to the affairs of
Company. Employee shall not work as an employee, independent consultant or agent for another entity,
whether or not during the business hours of Company, without the permission of Company.
2. Confidentiality
Employee recognizes and acknowledges that the software systems, including specifications, programs and
documentation, the methods and data which Company owns, plans or develops, whether for its own use or
for use by its clients, developments, designs, inventions and improvements, trade secrets and works of
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authorship are confidential and are the property of Company. Employee also recognizes that Company's
customer lists, supplier lists, proposals and procedures are confidential and are the property of Company.
Employee further recognizes and acknowledges that in order to enable Company to perform services for its
clients, those clients may furnish to Company confidential information concerning their business affairs,
property, methods of operation or other data; that the goodwill afforded to Company depends upon, among
other things, Company and its employees keeping such services and information confidential. All of these
materials and information including that relating to Company's systems and Company's clients, will be
referred to below as "Proprietary Information."
3. Non-Disclosure
Employee agrees that, except as directed by Company, and in the ordinary course of Company's business,
Employee will not at any time, whether during or after Employee's employment with Company, disclose to
any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary
Information, or permit any person to examine or make copies of any documents which may contain or is
derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's
possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of
this Agreement and Employee's employment by Company.
4. Possession
Employee agrees that upon request by Company, and in any event upon termination of Employee's
employment, Employee shall then over to Company all documents, papers or other material in Employee's
possession or under Employee's control which may contain or be derived from Proprietary Information,
together with all documents, notes or Employee's work products which are connected with or derived from
Employee's services to Company and all copies of software obtained from Company shall be either returned
to Company or, as appropriate, permanently deleted. Upon termination of Employee's employment with
Company, Employee agrees to pay in full any amount owed Company, including but not limited to monies
used to purchase computer hardware. The return of any computer hardware purchased by Employee will not
be accepted in lieu of such payment.
5. Ownership
Employee hereby assigns and agrees to assign to Company or its subsidiaries or affiliates, as appropriate, its
successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs,
patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary
information which Employee has made or conceived, or may make or conceive, either solely or jointly with
others, while providing services to Company, or with the use of the time, material or facilities of Company or
1167
relating to any actual or anticipated business, research, development, product, service or activity of Company
known to Employee while employed at Company, or suggested by or resulting from any task assigned to
Employee or work performed by Employee for or on behalf of Company, whether or not such work was
performed prior to the date of this Agreement.
It is further agreed, that without charge to Company, but at its expense, Employee will execute and deliver all
such further documents as may be necessary, including original applications and applications for renewal,
extension or reissue of such patents, trademark registrations or copyright registrations, in any and all countries,
to vest title thereto in Company, its successors, assigns or nominees.
6. Non-Competition
Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and
because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances
may cause irreparable damage to Company and its reputation, or to clients of Company, Employee shall not,
until the expiration of [NUMBER] year after the date on which Employee's employment with Company
terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any
business, enterprise or employment which directly solicits business, performs services or delivers goods that are
competitive to those of Company to any customer or prospect of Company. Company and Employee agree
that this covenant is fair and reasonable; however, in the event that a court should decline to enforce these
provisions, Employee and Company agree that the provisions should be modified to restrict Employee's
competition with Company to the maximum extent enforceable, but in no event will the covenants be
interpreted as more restrictive to Employee.
Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee
of any of the covenants not to compete will give rise to irreparable injury to Company, or clients of Company.
Employee also agrees that this injury to Company, or clients of Company, would be inadequately compensated
in money damages alone. Accordingly, Company or, where appropriate the client of Company, may seek and
obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary
Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any
other legal remedies which may be available. Company further acknowledges that the enforcement of a remedy
hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since
Employee's experience and capabilities would be such that in the event that Employee's employment with
Company terminates for any reason, Employee will be able to obtain employment in business activities which
are not restricted by this Agreement.
General
This Agreement contains the entire understanding between Company and Employee relating to the subject
matter of confidentiality, work product and non-competition. This Agreement shall be governed by and
construed in accordance with the laws of the State of [STATE/PROVINCE], and may be modified only by a
1168
writing signed by Employee and Company. Employee hereby consents to the exclusive jurisdiction of the
courts of the State of [STATE/PROVINCE] sitting in [STATE/PROVINCE] or the Federal courts sitting
in [STATE/PROVINCE]. The provisions of this Agreement relating to confidentiality and non-competition
shall survive any termination of employment.
In witness hereof, each party to this Agreement has caused it to be executed on the date indicated above.
EMPLOYEE COMPANY
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APPLICANT INFORMATION RELEASE
I hereby authorize any person, educational institution, or company I have listed as a reference on my
employment application to disclose in good faith any information they may have regarding my qualifications
and fitness for employment. I will hold the Company, any former employers, educational institutions, and any
other persons giving references free of liability for the exchange of this information and any other reasonable
and necessary information incident to the employment process.
EMPLOYEE COMPANY

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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: LETTER TO NEW EMPLOYER OF [ N AME OF

FORMER EMPLOYEE] – NON-DISCLOSURE
To Whom It May Concern:
We understand that [Name of former employee] has decided to join your company. We would like to inform
you of the following facts:
1. During his/her employment by us, [Name of former employee] had access to our trade secrets
including, but not limited to, advanced information about [Specify].
2. In connection with his/her employment, [Name of former employee] signed an Employment

Agreement in which he/she promised not to disclose or utilize any of our trade secrets without our
permission. The Agreement remains in full force and effect.
3. At the time [Name of former employee] left our company, he/she was informed of his/her continuing
obligations under the Employment Agreement and he/she signed an acknowledgment of such
obligations, a copy of which is enclosed.
We are confident that [Name of former employee] intends to comply with his/her obligations and respect our
trade secrets. We also trust that your company will not assign him/her to a position which might risk disclosure
of our trade secrets.
If you have any questions regarding these matters, we will be happy to clarify them for you. In addition, if at
any time you wish to know whether information provided you by [Name of former employee] is a trade secret
owned by us, we will be happy to work out a procedure for providing you with this information.
Sincerely,
Your name
Your title
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NON-DISCLOSURE AND NON-COMPETE AGREEMENT
This Acknowledgment of Obligations (the "Agreement") is made and effective this [Date],
WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in
connection with certain aspects of the development or marketing of certain computer systems or other
products for Company; and
WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise
come into contact with certain proprietary and/or confidential information of Company or clients of
Company; and
WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Employment
Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon
the terms and conditions contained herein and at a compensation as shall be agreed upon from time to time by
Company and Employee. This Agreement shall commence on the date hereof and shall remain in effect for an
indefinite time until terminated by either party by giving the other party notice of termination at least
[NUMBER] days in advance. While employed by Company, Employee shall devote his or her full working
time to Company's affairs and shall faithfully and diligently serve Company's interests.
2. Confidentiality
Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether
for its own use or for use by its clients, are confidential and are the property of Company. Employee further
recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients
may furnish to Company confidential information concerning their business affairs, property, methods of
operation or other data; that the goodwill afforded to Company depends upon, among other things, Company
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and its employees keeping such services and information confidential (collectively, including Company
systems and Company client information, the "Confidential Information").
3. Non-Disclosure
Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or ©
after his employment with Company, disclose to any person or use any Confidential Information, or permit C
any person to examine and/or make copies of any documents which contain or are derived from Confidential o
Information, whether prepared by the Employee or otherwise coming into the Employee's possession or p
control without the prior written permission of Company. y
4. Possession r
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Employee agrees that upon request by Company, and in any event upon termination of employment, g
Employee shall turn over to Company all documents, papers or other material in his possession or under his h
control which may contain or be derived from Confidential Information, together with all documents, notes t
or other work product which is connected with or derived from Employee's services to Company whether or E
not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have n
no proprietary interest in any work product developed or used by Employee and arising out of his employment v
by Company. Company shall, from time to time as may be requested by Company, do all things which may i
be necessary to establish or document Company's ownership of any such work product, including, but not s
limited to execution of appropriate copyright applications or i
assignments. o
5. Non-Competition n
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Employee agrees and covenants that because of the confidential and sensitive nature of the Confidential o
Information and because the use of, or even the appearance of the use of, the Confidential Information in r
certain circumstances may cause irreparable damage to Company and its reputation, or to clients of Company, p
Employee shall not, until the expiration of two years after the termination of the employment relationship o
between Company and Employee, engage, directly or indirectly, or through any corporations or associates in r
any business, enterprise or employment which is directly competitive with Company. a
6. Saving Provision t
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Company and Employee agree and stipulate that the agreements and covenants not to compete contained in o
the preceding paragraph are fair and reasonable in light of all of the facts and circumstances of the relationship n
between Employee and Company; however, Employee and Company are aware that in certain circumstances .
courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in 2
derogation of the provisions of the preceding paragraph Company and Employee agree that in the event a court 0
should decline to enforce the provisions of the preceding paragraph, that paragraph shall be deemed to be 0
2
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modified to restrict Employee's competition with Company to the maximum extent, in both time and
geography, which the court shall find enforceable; however, in no event shall the provisions of the preceding
paragraph be deemed to be more restrictive to Employee than those contained therein.
7. Enforceable
The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of
action of Employee against Company whether predicated on this Agreement or otherwise.
8. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This
Agreement may be modified only by an instrument in writing signed by both parties hereto.
The Employee acknowledges that disclosure of any Confidential Information or breach of any of the non-
competitive covenants or agreements contained herein will give rise to irreparable injury to Company or clients
of Company, inadequately compensable in damages. Accordingly, Company or, where appropriate a client of
Company, may seek and obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies which may be available. The Employee further
acknowledges and agrees that in the event of the termination of employment with the Company the
Employee's experience and capabilities are such that the Employee can obtain employment in business
activities which are of a different or non-competing nature with his or her activities as an employee of
Company; and that the enforcement of a remedy hereunder by way of injunction shall not prevent the
Employee from earning a reasonable livelihood. The Employee further acknowledges and agrees that the
covenants contained herein are necessary for the protection of the Company's legitimate business interests and
are reasonable in scope and content.
10. Company's Clients
If Employee's employment with Company terminates for any reason, the Employee shall not, for a period of
one year from the date of termination, have any business dealings whatsoever, either directly or indirectly or ©
through corporate entities or associates with any customer or client of Company or its subsidiaries or any C
person or firm which has contacted or been contacted by Company as a potential customer or client of o
Company; and Employee shall keep in strictest confidence, both during the Employee's employment and p
subsequent to termination of employment, and shall not during the period of employment or thereafter y
disclose or divulge to any person, firm or corporation, or use directly or indirectly, for the Employee's own r
benefit or the benefit of others, any information which in good faith and good conscience ought to be treated i
as confidential information including, without limitation, information relating to the software developed by g
Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of h
Company, submission and proposal procedures of Company, customer or contact lists or any other t
Confidential Information. E
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The Agreement shall be construed in accordance with the laws of the State of [STATE/PROVINCE].
12. NOTICE
Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or
registered mail to Employee at his residence address as the same appears on the books and records of Company
or to Company at its principal office, attention of the President, or otherwise as directed by Company, from
time to time.
13. SURVIVAL
The provisions of this Agreement relating to confidentiality or non-competition shall survive the termination
of employment, however caused.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date first above written.
COMPANY EMPLOYEE

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PHYSICAL EXAMINATION CONSENT AGREEMENT y
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This Physical Examination Consent Agreement ("Agreement") is made and effective this [Date], i
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BETWEEN: [EMPLOYEE NAME] (the "Employee"), an individual with his main address at: h
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AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the E
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In connection with my application for employment with the Company, I hereby agree as follows: s
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TERMS o
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I, a current employee of [COMPANY] (“the Company”), understand that my current job requires a o
significant amount of physical activity and/or physical activity of a difficult nature. I understand that a physical r
examination is necessary to assess my continuing fitness for the essential functions of my job. In consideration p
for my desire for a safe work environment and for my own safety as well as the safety of my fellow employees, o
I give my consent for the Company to conduct the physical examinations it considers necessary as outlined in r
its “Physical Examination” policy. a
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I have the right to ask questions of the examining medical personnel, and I have the right to receive a copy of i
the written evaluation concerning my fitness to perform the essential duties of my current job. I have the right o
to stop the examination at any point, but such an act may jeopardize the status of my employment. n
.
I authorize the laboratory or medical personnel retained by the Company for the physical examination to 2
release the results to the Company for whatever use the Company deems appropriate. Further, I release the 0
laboratory or medical personnel conducting the examination, the Company, and the Company’s employees, 0
directors, officers, and successors from any liabilities, claims, and causes of action, known or unknown, 2
contingent or fixed, that may result from this physical examination. I agree not to file any lawsuit or other .
action to assert a claim. A
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I have read and understood this agreement, and I sign this without any coercion or duress by any individual or l
institution. r
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EMPLOYEE COMPANY g
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Print Name and Title Print Name and Title ©

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E MPLOYEE P ROPRIETARY I NFORMATION AND I NVENTIONS
A GREEMENT
In consideration of my employment by [Name of company], (the “Company”), I hereby agree to the following
restrictions placed on my use and development of information, technology, ideas and inventions:
a. Restrictions on Proprietary Information

I agree that, during my employment and after, I will hold the Proprietary Information of the Company in strict
confidence and will neither use the information nor disclose it to anyone, except to the extent necessary to carry
out my responsibilities as an employee of the Company or as specifically authorized in writing by a duly
authorized officer of the Company. I understand that "Proprietary Information" means all information
pertaining in any manner to the business of the Company or its affiliates, consultants, or business associates,
unless:
i. the information is or becomes publicly known through lawful means;

ii. the information was part of my general knowledge prior to my employment by the
Company; or
iii. the information is disclosed to me without restriction by a third party who rightfully
possesses the information and did not learn of it from the Company.
This definition includes, but is not limited to, (A) schematics, techniques, development tools, processes,
computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and
improvements; (B) information about costs, profits, markets, sales, customers, and bids; (C) plans for business,
marketing, future development and new product concepts; and (D) employee personnel files and information
about employee compensation and benefits.
b. Prior Actions and Knowledge

Except as disclosed on Schedule A to this Agreement, I do not know anything about the Company's business
or Proprietary Information, other than information I have learned from the Company in the course of being
hired and employed.
c. Third Party Information

I recognize that the Company has received and will receive confidential or proprietary information from third
parties. I will hold all such information in the strictest confidence and will not use the information or disclose
it to anyone (except as necessary in carrying out my work for the Company consistent with the Company's
agreement with such third party).
1178
d. Interference with Business
I agree that during my employment with the Company and for a period of [NUMBER] year after termination
of my employment with the Company, I shall not directly or indirectly (i) divert or attempt to divert from the
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Company (or any affiliate) any business of any kind in which it is engaged, including, without limitation, the
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solicitation of or interference with any of its suppliers or customers or (ii) solicit, induce, recruit or encourage
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any person employed by the Company to leave their employment.
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2. Inventions
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a. Assignment of Inventions
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I agree to assign to the Company, without further consideration, my entire right, title, and interest (throughout
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the [COUNTRY] and in all foreign countries), free and clear of all liens and encumbrances, in and to all
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Inventions. Notwithstanding the foregoing, the Company may, in its discretion, agree to provide
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consideration for certain Inventions through a written agreement between the Company and the undersigned
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which specifically provides for such consideration; in all other cases, no consideration shall be paid. The
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Inventions shall be the sole property of the Company, whether or not copyrightable or patentable. In addition,
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I agree to maintain adequate and current written records on the development of all Inventions, which shall also
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remain the sole property of the Company. I understand that "Inventions” means all ideas, processes,
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inventions, technology, designs, formulas, discoveries, patents, copyrights, and trademarks, and all
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improvements, rights, and claims related to the foregoing, that are conceived, developed, or reduced to practice
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by me alone or with others except Inventions excluded in Schedule A:
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Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,
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any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee
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developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade
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secret information except for those inventions that either:
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i. Relate at the time of conception or reduction to practice of the invention to the
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employer's business, or actual or demonstrably anticipated research or
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development of the employer.
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ii. Result from any work performed by the employee for the employer.
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b. License for Other Inventions
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If, in the course of my employment, with the Company, I incorporate into Company property an invention
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owned by me or in which I have an interest, the Company is granted a nonexclusive, royalty-free, irrevocable,
.
perpetual, worldwide license to make, modify, use and sell my invention as part of and in connection with the
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Company property.
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c. Assist With Registration
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In the event any Invention shall be deemed by the Company to be copyrightable or patentable or otherwise
2
registrable, I will assist the Company (at its expense) in obtaining and maintaining letters patent or other
.
applicable registrations and in vesting the Company with full title. Should the Company be unable to secure
A
my signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or
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other right or protection relating to any Invention, due to my incapacity or any other cause, I hereby
irrevocably designate and appoint the Company and each of its duly authorized officers and agents as my agent
and attorney-in-fact to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of
patents, copyrights, or other rights or protection with the same force and effect as if executed and delivered by
me.
d. Disclosure
I agree to disclose promptly to the Company all Inventions and relevant records. I further agree to promptly ©
disclose to the Company any idea that I do not believe to be an Invention, but is conceived, developed, or C
reduced to practice by me (alone or with others) while I am employed by the Company or during the one-year o
period following termination of my employment. I will disclose the idea, along with all information and p
records pertaining to the idea, and the Company will examine the disclosure in confidence to determine if in y
fact it is an Invention subject to this Agreement. r
e. Post-Termination Period i
I agree that any idea, invention, writing, discovery, patent, copyright, or trademark or similar item, or g
improvement shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited, or h
reduced to practice by me or with my aid within [NUMBER] year after my termination of employment with t
the Company. I can rebut the above presumption if I prove that the idea, invention, writing, discovery, patent, ©
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copyright, or trademark or similar item, or improvement is not an Invention covered by this Agreement. C
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3. Former or Conflicting Agreements y
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a. Former Agreements i
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I represent and warrant that my performance of the terms of this Agreement will not breach any agreement to g
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keep in confidence proprietary information acquired by me prior to my employment by the Company. I have h
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listed in Schedule A all other agreements concerning proprietary information or inventions to which I am a t
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party and attached copies of any agreements in my possession. To the best of my knowledge, there is no other E
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contract between me and any other person or entity that is in conflict with this Agreement or concerns n
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proprietary information, inventions or assignment of ideas. v
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b. Obligations During Employment s
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During my employment with the Company, I will not disclose to the Company, or use, or induce the i
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Company to use, any proprietary information or trade secrets of others. o
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a. Return of the Company’s Property p
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I agree to promptly return to the Company upon termination of my employment all Proprietary Information o
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and all personal property furnished to or prepared by me in the course of or incident to my employment. r
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Following my termination, I will not retain any written or other tangible material containing any Proprietary
Information or information pertaining to any Invention.
b. Termination Certificate
In the event of the termination of my employment, I agree, if requested by the Company, to sign and deliver
the Termination Certificate attached as Schedule B.
c. Subsequent Employers
I agree that after the termination of my employment with the Company, I will not enter into any agreement
that conflicts with my obligations under this Agreement and will inform any subsequent employers of my
obligations under this Agreement.
5. No implied employment rights
I recognize that nothing in this Agreement shall be construed to imply that my employment is guaranteed for
any period of time. Unless stated in a written agreement signed by a duly authorized officer of the Company,
my employment is for an indefinite duration, and either the Company or I can terminate our employment
relationship at any time, without notice and for any reason, with or without cause.
6. Remedies
I recognize that nothing in this Agreement is intended to limit any remedy of the Company under any federal
or state law concerning trade secrets, I recognize that my violation of this Agreement could cause the Company
irreparable harm and agree that the Company shall have the right to apply to any court of competent
jurisdiction for an order restraining any breach or threatened breach of this Agreement.
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7. Miscellaneous Provisions C
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a. Assignment p
I agree that the Company may assign to another person or entity any of its rights under this Agreement. y
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b. Governing Law i
This Agreement shall be governed by and construed in accordance with the laws of the State [State]. g
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c. Severability t
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If any provision of this Agreement, or application thereof to any person, place, or circumstance, shall be held
by a court of competent jurisdiction to be unenforceable, such provision shall be enforced to the greatest extent
permitted by law and the remainder of this Agreement shall remain in full force and effect.
d. Entire Agreement
The terms of this Agreement are the final expression of my agreement with respect to the subject matter hereof
and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall
constitute the complete and exclusive statement of its terms. I acknowledge that the Company has not made
any other representations concerning the subject matter of this Agreement.
e. Amendment; Waivers
This Agreement can be amended or terminated only by a written agreement signed by both parties. No failure
to exercise or delay in exercising any right under this Agreement shall operate as a waiver thereof.
f. Successors and Assigns

This Agreement shall be binding upon me and my heirs, executors, administrators, and successors, and shall
inure to the benefit of the Company's successors and assigns.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY NOTED ON SCHEDULE A TO THIS AGREEMENT ANY PROPRIETARY
INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS,
DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR
IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE
TO EXCLUDE FROM THIS AGREEMENT.
EMPLOYEE COMPANY
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Print Name and Title Print Name and Title C
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SCHEDULE A
EMPLOYEE'S DISCLOSURE
Except as set forth below, I acknowledge that at this time I know nothing about the business or
Proprietary Information of Company (the “Company”), other than information I have learned from the
Company in the course of being hired:
2. Prior Inventions
Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs,
formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the
foregoing, that I wish to exclude from the operation of this Agreement:
3. Prior Agreements
Except as set forth below, I am aware of no prior agreements between me and any other person or entity
concerning proprietary information or inventions (attach copies of all agreements in your possession):
1183
EMPLOYEE
Print Name and Title ©

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SCHEDULE B
TERMINATION CERTIFICATE CONCERNINGTHE

COMPANY PROPRIETARY INFORMATION
This is to certify that I have returned all personal property of Company, (the “Company”), including, without
limitation, all source code listings, books, manuals, records, models, drawings, reports, notes, contracts, lists,
blueprints, and other documents and materials, Proprietary Information, and equipment furnished to or
prepared by me in the course of or incident to my employment with the Company, and that I did not make or
distribute any copies of the foregoing.
I further certify that I have reviewed the Employee Proprietary Information and Inventions Agreement signed
by me and that I have complied with and will continue to comply with all of its terms, including, without
limitation, (i) the reporting of any idea, process, invention, technology, writing, program, design, formula,
discovery, patent, copyright, or trademark, or any improvement, rights, or claims related to the foregoing,
conceived or developed by me and covered by the Agreement and (ii) the preservation as confidential of all
Proprietary Information pertaining to the Company. This certificate in no way limits my responsibilities or
the Company's rights under the Agreement.
On termination of my employment with the Company, I will be employed by [Name of New Employer]
[division] and I will be working in connection with the following projects:
[Generally describe the projects]
1185
EMPLOYEE RESTRICTIVE COVENANTS
Following are covenants that you can copy and paste into any employment agreement. Thus, the contracts you
will sign with future or actual employees will legally protect the company and employees. Remember to ask
your lawyer to review any legal document you are about to sign.
Restrictive Covenants
The Employee acknowledges that the Corporation, through its employment of the Employee, has provided
the Employee with confidential information, business and professional contacts, training and experience, and
the ability to service and otherwise have access to the Corporation's clients. The Employee further
acknowledges that such confidential information, business and professional contacts, training and experience,
and the ability to service and otherwise have access to the Corporation's clients are the result of his employment
by the Corporation. In consideration of the foregoing and of the benefits generally provided to the Employee
by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and
be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to
extend to any and all activities of the Employee, whether as an independent contractor, partner or joint
venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership,
corporation or other entity, or otherwise.
Hiring
The Employee agrees that during the Employee's employment with the Corporation and for a period of
[NUMBER] years following the termination of this Agreement, whether the termination shall be voluntary or
involuntary, or with or without cause, the Employee will not attempt to hire any other employee or
independent contractor of the Corporation or otherwise encourage or attempt to encourage any other
employee or independent contractor of the Corporation to leave the Corporation's employ.
Confidentiality; Disclosure; Proprietary Information
Employee recognizes and acknowledges that all records with respect to clients, business associates,
customer or referral lists, contracting parties and referral sources of the Corporation, and all personal,
financial and business and proprietary information of the Corporation, its employees, officers, directors and
shareholders obtained by the Employee during the term of this Agreement and not generally known in the
public (the "Confidential Information") are valuable, special and unique and proprietary assets of the
Corporation's business. The Employee hereby agrees that during the term of this Agreement and following the
termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without
cause, the Employee will not at any time, directly or indirectly, disclose any Confidential Information, in full
or in part, in written or other form, to any person, firm, corporation, association or other entity, or utilize the
same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted
by the Corporation.
1186
Solicitation
The Employee further agrees that during the term of this Agreement and following the termination of this
Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee
will not, in any manner or at any time, solicit or encourage any person, firm, corporation or other business
entity who are clients, business associates or referral sources of the Corporation to cease doing business with
the Corporation or to do business with the Employee.
Non-Competition With Corporation Clients
Employee agrees that during the term of the Employee’s employment with the Corporation and for a period
of [NUMBER] years following the cessation of the relationship with the Corporation, the Employee shall not
provide any service to or lend any aid or device to any of the clients of the Employer.
Covenants Independent
Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a
covenant independent of any other covenant or provisions of this Agreement or any other agreement which
the Corporation and the Employee may have, fully performed and not executory, and the existence of any
claim or cause of action by the Employee against the Corporation whether predicated upon another covenant
or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the
Corporation of any other covenant.
Proprietary Creations
All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the
"Inventions") that may be conceived or developed by Employee, either alone or with others, during the term
of Employee's employment, whether or not conceived or developed during Employee's working hours, and
with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or
that relate at the time of conception or reduction to practice of the Invention to the business of the
Corporation or to Corporation's actual or demonstrably anticipated research and development, or that result
from any work performed by Employee for Corporation, will be the sole property of Corporation, and shall
be considered “works for hire”, and Employee hereby assigns to the Corporation all of Employee's right, title
and interest in and to such Inventions. Employee must disclose to Corporation all inventions conceived during
the term of employment, whether or not the invention constitutes property of Corporation under the terms
of the preceding sentence, but such disclosure will be received by Corporation in confidence. Employee must
1187
execute all documents, including patent applications and assignments, required by Corporation to establish
Corporation's rights under this Section.
Divisibility of Covenant Areas and Periods
If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or against
public policy, each covenant shall be considered divisible both as to time and geographical area; and each
[NUMBER] month of the specified period shall be deemed to be a separate period of time and each
[NUMBER] mile radius segment of the geographical area shall be deemed to be a separate geographical area,
so that the maximum lesser time and geographical area shall remain effective so long as the same is not
unreasonable, arbitrary or against public policy.
Injunctive and Equitable Relief
Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the
event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain,
that the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law
for any breach will be inadequate to compensate the Corporation. Consequently, the Employee agrees that in
the event of a breach of any such covenant, in addition to any other relief to which Corporation may be
entitled, Corporation shall be entitled to enforce the covenant by injunctive or other equitable relief ordered
by a court of competent jurisdiction.
Venue; Court Proceedings
The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim,
crossclaim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall
be in [STATE/PROVINCE]. In any action or proceeding by Employee relating to or involving the
enforcement of the covenant, and any counterclaim, crossclaim or other litigation which may be asserted or
brought against Corporation, the Employee hereby expressly waives any and all right to a trial by jury with
respect to the action, proceeding or other litigation resulting from or involving the enforcement of this
covenant. Further, in any action or proceeding by Corporation to obtain a temporary restraining order and/or
preliminary injunction, Employee hereby agrees that the Corporation shall not be required to post an
injunction bond in excess of the principal sum of [AMOUNT] in order to obtain a temporary restraining order
and/or preliminary injunction. Should the Corporation's action for a temporary restraining order and/or
motion for preliminary injunction be granted in whole or in part and should Corporation be ultimately
unsuccessful in obtaining a permanent injunction to enforce the covenant, Employee hereby waives any and
all rights Employee may have against Corporation for any injuries or damages, including consequential
damages, sustained by the Employee and arising directly or indirectly from the issuance of the temporary
restraining order and/or preliminary injunction.
1188
Indemnification
The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders
and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution
or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or
whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs
and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any
Acknowledgment
The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living
without violating the foregoing restrictions and that the Employee's recognition and representation of this fact
is a material inducement to the execution of this Agreement and to Employee's continued relationship with
the Corporation.
Survival of Covenants
1189
SALES REPRESENTATIVE AGREEMENT
This Sales Representative Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws
AND: [SALES REPRESENTATIVE NAME] (the "Sales Representative"), living at:
Sales Representative agrees to:
1. Represent and sell the Company's products/services in the geographic area known as [Area name].
2. Accurately represent and state Company policies to all potential and present customers.
3. Promptly mail in all leads and orders to the Company.
4. Inform the sales manager of all problems concerning Company customers within the sales territory.
5. Inform the sales manager if the Sales Representative is representing, or plans to represent any other
business firm. In no event shall sales representative represent a competitive company or product line
either within or outside the designated sales area.
6. Telephone the Company with reasonable frequency to discuss sales activity within the territory.
7. Provide company [NUMBER]-days' notice should the Representative intend to terminate this
Agreement.
8. Return promptly all materials and samples provided by the Company to the Representative, if either
party terminates this agreement.
The Company Agrees to:
1. Pay the following commissions to the Sales Representative:
1190
a) [%] of all prepaid sales, except as stated in (4) below.
b) [%] of all credit sales, except as stated in (4) below.
2. To negotiate in advance of sale the commission percentage to be paid on all orders that the Company
allows a quantity discount or other trade concession.
3. Commissions on refunds to customers or merchandise returned by the customer in which a

commission has already been paid to the Representative shall be deducted from future commissions to
be paid to the Representative by the Company.
4. Except by special arrangement, the following shall not be commissioned: [List]
5. To provide the Sales Representative with reasonable quantities of business cards, brochures, catalogs,
and any product samples required for sales purposes.
6. To set minimum monthly quotas after consultation with the Sales Representative.
7. To grant Representative [NUMBER]-days' notice should the Company wish to terminate this
Agreement.
8. To pay commissions to the Representative on sales from existing customers for a period of [Number]
months after this agreement is terminated by either party.
9. This constitutes the entire Agreement.
10. This agreement shall be binding upon the parties and their successors and assigns.
Signed this [Day] day of [Month], [Year].
SALES REPRESENTATIVE COMPANY
1191
APPLICANT APPRAISAL FORM
Use this form to rate the applicant in each category listed. Study the job description and this form before
interviewing & appraising the job applicant. First you are asked to weigh the value of each category to the job
being applied for, then circle the applicant’s ability rating in each category. Multiply the two scores to get the
total for each category. Add the category totals to reach the applicant’s total score. Be sure to use the same value
ratings for each applicant applying for the job.
VALUE FACTOR RATINGS

1=No value 2=Minimal value 3=Average value 4=Very important 5=Most important
APPLICANT’S ABILITY RATINGS

1=Unsatisfactory 2=Barely 3=Satisfactory 4=Above average 5=Outstanding
satisfactory
SKILLS & KNOWLEDGE
The extent to which the applicant possesses the practical/technical knowledge required by the position.
Makes effort to constantly improve themselves.
Value Factor: (Lowest) 1 2 3 4 5 (Highest) Total

Applicant’s (Lowest) 1 2 3 4 5 (Highest) X Total
Ability:
CATEGORY TOTAL (Value X Ability):
RESPONSIBILITY
The extent to which the applicant has demonstrated integrity and responsibility in the workplace &
community.

Ability:
COMMUNICATION
1192
The extent to which the applicant has demonstrates oral or written communication skills. Ability to listen well
and work as a team member. Pleasant personality.

Ability:
INITIATIVE
The extent to which the applicant has the potential to work independently or with minimal supervision.
Self-starter who seeks out opportunities.

Ability:
STABILITY
How stable is the applicant? (i.e. number of jobs in the past 10 years, length of time at last jobs, emotional
control)

Ability:
MOTIVATION
How motivated is the applicant? Are they goal oriented? Will they work hard for our company?

Ability:
1193
FLEXIBILITY
Ability of the applicant to “roll with the punches”, accept diverse assignments, and manage change.

Ability:
CREATIVITY
How creative is the applicant? (problem solving, suggestions, innovation, etc.)

Ability:
TOTAL VALUE POTENTIAL (Sum of All Category Totals):
Interview
Applicant’s Name: Date:
Reviewer’s Name: Date:
Reviewer’s
Comments:
1194
APPLICANT APPRAISAL FORM
The purpose of this form is to help you communicate your impression of a recent job applicant. Please review
the job description and applicant resume before your interview with them. You should consider drafting some
questions in advance of the interview. Limit your questions to job related issues so you can be prepared to
answer the questions on this form. The interview should last no more than 30 minutes.
Be sure to fill out the form immediately after your interview, but please save your final ratings until after all
applicants have been interviewed.
1. What is your impression of the applicant’s job skills and knowledge?
2. Do you think the applicant can be a valuable asset to this company? Please explain.
3. What do you think about this applicant’s communication skills?
4. How well do you feel this applicant will be able to work with your current department or
team?
1195
5. Do you know anyone better qualified for this job?
6. Please give your overall rating to this applicant, on a scale from 1 to 5, with 1 being lowest, and
5 being highest:
1 2 3 4 5
C OMPLETE THE FOLLOWING AFTER INTERVIEWING ALL

APPLICANTS :
What is your overall ranking of this applicant, as compared to the other applicants for this position that you
have interviewed?
OUT OF
Appraiser’s Name: Title:
Signature Date
1196
Applicant Selection Criteria Record
JOB TITLE
CANDIDATES CONSIDERED (INCLUDING MINORITIES AND FEMALES)

ON LAB
MALE/ ETHNIC
NAME SECTION
FEMALE CODE*
/ OFF LAB
*ETHNIC CODES: 1-BLACK, 2-ORIENTAL, 3-HISPANIC, 4-AMERICAN INDIAN, 0-

OTHER
CANDIDATE SELECTED
MALE/ ETHNIC
NAME SOURCE
FEMALE CODE
SELECTION CRITERIA
REASONS CANDIDATE SELECTED WAS PREFERABLE TO OTHERS
ORIGINATOR'S SIGNATURE DATE
1197
1198
CHECKLIST 19 STRATEGIES FOR HIRING THE BEST
❑ Focus on hiring only the best.

❑ Make sure you have a written job description.
❑ Don’t limit your sources for good employees.
❑ Avoid hiring someone who averages more than one employer every two years.
❑ Use a rating system so that early candidates are not forgotten in the interview process.
❑ Where possible, promote from within to maintain employee morale.
❑ A person with an extensive self-employment background is very likely to go back to self-employment
as soon as possible. Hire this person as a consultant.
❑ Disabled workers often do a better job with greater loyalty and less absences.
❑ Use a temporary employment agency instead of hiring an employee in haste.
❑ “Over qualified” people are better than “under qualified” people.
❑ Have the person leaving the position interview their replacement.
❑ Test the skills and industry knowledge of a prospective employee. Get specific.
❑ Look into a potential employee’s energy levels. If you engage in more than one interview, try to do it at
different times of the day.
❑ Look into any significant gaps in employment.
❑ Consider using outside recruitment agencies if you won’t follow a process.
❑ Use pre-employment questionnaires.
❑ Test every new employee for drug use.
❑ Check an applicant’s background and all references thoroughly.
❑ Memorialize the terms of employment.
1199
CHECKLIST FOR EMPLOYMENT AGREEMENTS
❑ Special Definitions
❑ Description of Job Duties:
❑ Name of position
❑ Essential job functions or duties
❑ Duty of loyalty and best efforts
❑ Place and hours of employment
❑ Length of Agreement:
❑ Original term
❑ Extension of agreement
❑ Benchmarks and Performance Terms:
❑ Production benchmarks
❑ Marketing benchmarks
❑ Overhead benchmarks
❑ Skills enhancement
❑ Other benchmarks
❑ Compensation Terms:
❑ Base compensation (salary, hourly or commission)

❑ Overtime exempt status
❑ Commission arrangements including when "earned", draws, and effect of termination on pending deals
❑ Incentive programs
❑ Expenses, allowances, etc.
❑ Salary adjustments
❑ Benefits:
❑ Health, dental, vision, life, disability and professional liability insurance
1200
❑ Professional licenses & memberships
❑ Vacation
❑ Holidays
❑ Stock options, bonuses, profit sharing, raises and retirement
❑ Educational reimbursement
❑ Termination
❑ Definition of “at will” or “cause” if “for cause” agreement

❑ Disability
❑ Loss of licensure
❑ Covenants:
❑ Non-disclosure of trade secrets, customer lists and other proprietary information

❑ Non-solicitation agreement
❑ Non-recruit agreement
❑ Adherence to company policies, rules and regulations
❑ Covenant to notify management of unlawful acts or practices
❑ Property Rights:
❑ Existing clientele of employee

❑ New clientele generated while at work
❑ Records and accounts
❑ Return upon termination
❑ Copyrights, inventions and patents
❑ "Work for hire" issues
❑ Indemnification for Third Party Claims
❑ Mediation and Arbitration Provisions
❑ Liquidated Damages and Limits on Damages
❑ Attorney's Fees and Costs
1201
❑ Miscellaneous Clauses:
❑ Accuracy of representations
❑ Notices
❑ Entire agreement
❑ Effect of prior agreements or understandings
❑ Modifications
❑ Severability of agreement
❑ Waiver of breach
❑ Ambiguities related to drafting
❑ Choice of law, jurisdiction and venue
❑ Submission to drug testing
❑ Statute of limitations
❑ Attorney review
1202
CHECKLIST:HIRING EMPLOYEES
❑ Write a job description.

❑ Post the job internally.
❑ Contact a recruiting agency.
❑ Place help wanted ads.
❑ Accept resumes.
❑ Accept completed job applications.
❑ Screen applicants.
❑ Conduct pre-interview questionnaire.
❑ Prepare interview questions.
❑ Conduct interviews.
❑ Complete applicant appraisal form.
❑ Call references (employers, schools, etc.).
❑ Perform background checks (DMV, credit, criminal background, etc.).
❑ Find out about any trade secret or confidentiality agreements with former employers.
❑ Write the offer or rejection letter.
❑ Give necessary pre-hire drug, skill, physical and psychological tests.
❑ Memorialize the terms of employment and have the employee sign it.
❑ Have employee review and sign employee handbook, trade secret agreement and any other contracts.
❑ Introduce employee to training and orientation program.
1203
CHECKLIST: HOME BASED WORKER
The advent of computers, network software, electronic mail, modems and faxes has boosted the popularity of
telecommuting or home-based working and remote work-sites. In addition to the principles and strategies
suggested elsewhere in this program, when employing home based or off-site workers you should:
❑ Test the workers’ technical skills, including ability to use a computer.
❑ Train in the use of network software and electronic mail.
❑ Give detailed assignments, hours of work and time for completion.
❑ Have workers keep their time separately for each assignment.
❑ Use performance agreements and benchmarking standards.
❑ Make sure workers have a separate work area and a way to manage young children or elders in need
of care.
❑ Have them come into the office at least once every other week.
❑ Have them sign all agreements and handbooks normally signed by regular employees.
❑ Make sure they have automobile insurance and homeowners or rental property insurance. Make
sure your insurance policies cover these workers.
❑ Spot-check employee availability.
❑ Make sure all home equipment and furniture is ergonomically designed and in compliance with
OSHA standards.
❑ Investigate all accidents immediately and completely.
❑ Involve your union in any home-based worker programs.
❑ If independent contractors, make sure they have a business license and sign an independent
contractor’s agreement.
1204
N EW EMPLOYEE ORIENTATION CHECKLIST
Employee’s Name: SSA#:

Job Title: Date of Hire:
The information checked below has been given or explained to the employee by the Personnel Department or
a manager/supervisor.
Compensation and Benefits
Time sheet/card Performance Evaluations

Payroll Procedures Promotions
Insurance Program Booklet Transfers
Pension Plan Booklet Vacations
Educational Assistance Holidays
Credit Union Absences/Tardiness
Stock Purchase Plan Jury Duty
Savings Bond Plan Leaves of Absence
Sick Benefits—Limitations, etc. Maternity Leave/FMLA Leave
General
Mission Statement Ethics Statement

Employee Handbook/Labor Introduction to Security Guards
Agreement/Rules Booklet Transportation
Disciplinary Procedures Parking Facilities
Dress Code/Safety Requirements Safety Booklet
Complaints, Discrimination First Aid/Reporting Injuries
Grievance Procedures Bulletin Board/Company Newsletter
Proprietary Information Voluntary Resignation Notice
Agreement I.D. Card
The following is a checklist of information necessary to orient the new employee to the job as well as the
department and company. Please check off each point as you discuss it with the employee.
1205
Receive the New Employee
Review a copy of the employee’s application. Be familiar with the employee’s experience,
training and education.
Review the job description with the employee, including the duties, responsibilities, and
working relationships.
Discuss with the employee the unit organization and the department division organization.
Explain the total organization and how the employee fits in.
Find out the employee’s career goals and objectives. Relate them to the goals and objectives of
their position and the department.
Confirm that the employee has a copy of the Employee Handbook. Set aside at least two hours
in the first week for the employee to read the Employee Handbook and to understand it.
Welcome the New Employee
Introduce the new employee to his/her co-workers.

Indicate to each co-worker what the new employee’s position will be.
Explain the functions of each person to the new employee as you introduce them.
Show the new employee around:
Tour the department, plant and company.
Explain where the lavatories, coffee and/or break areas and the parking facilities are located.
Explain the various departments within the organization and their interrelationship.
Set a time and date, within one week, to cover any questions or concerns of the new employee
and check on progress.
Introduce the New Employee
Insure the new employee’s work area, equipment, tools and supplies are prepared and available.
Have the employee sign for any tools, equipment, vehicles, etc. provided by the company.
Explain the levels of supervision within the department.
Provide the new employee with the necessary or required training.
Explain the use of:
Telephone Mail Procedures
E-mail Supply Procedures
Copy Machine Company Vehicles
Explain the hours of work, overtime procedures, call-in procedures.

Give the new employee the department telephone number.
Review the location of the department’s first aid equipment.
Explain the Company’s Unique Selling Proposition.
1206
Explain the Company’s products and services.
Explain company customers, clients, vendors, and competitors.
Signature of HR/Manager/Supervisor Title
Department Date
1207
PRE-EMPLOYMENT CHECKLIST
Date:
Applicant:
Position:
References Requested: Date Received:
Interviewed By: Approved By:
Education verified:  Yes No
Licensure of certification verified:  Yes No
Bonding Company approval:  Yes No
Starting Salary $:
Fring Benefits [List]:
Effective starting date:
1208
CHECKLIST :ROUTINE MANAGERIAL/SUPERVISORY
DUTIES
❑ Analyze, on periodic basis, workload and personnel needs of an organizational unit.
❑ Recommend changes in the staff level of the work unit.
❑ Review documentation for new positions and positions that have been revised.
❑ Obtain approval to modify positions.
❑ Interview candidates for employment and make hiring decision or recommendations.
❑ Orient new subordinates concerning policy and procedures, work rules, and performance expectation
levels. Review position responsibilities.
❑ Plan, delegate, communicate and control work assignments and special projects concerning subordinates.
❑ Establish and maintain specific work goals and objectives or quantitative and qualitative work standards to
be achieved by subordinates.
❑ Train, develop, and motivate subordinates to improve current performance and to prepare for higher- level
jobs.
❑ Determine significant changes in responsibilities and major duties of subordinates by reviewing their job
responsibilities on a regular basis.
❑ Evaluate the performance of subordinates. Document and discuss present and past performance with each
direct report. Keep supervisor informed of results.
❑ Review salaries of subordinates and recommend changes according to policy and procedures.
❑ Recommend personnel actions such as promotions, performance awards, demotions, etc., according to
budget guidance and policy.
❑ Advise superiors and subordinates of developments that impact job duties. Ensure proper
communications.
1209
❑ Maintain discipline, recommend and administer corrective action according to policy and procedures.
❑ Communicate and administer personnel programs in accordance with design and objectives. ©
C
❑ Maintain proper documentation on all subordinates. o
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1210 i
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October 18, 2022
[STATE/PROVINCE] Department of Motor Vehicles

Address
Address2
Zip/Postal Code
OBJECT: D RIVING R ECORD C HECK

I wish to check the driving records of the following individual for purposes of employment. Please find
enclosed a release form, signed by the applicant, allowing you to provide this information. Also enclosed is a
stamped, addressed envelope in which to send the report.
Please contact me at the phone number indicated below if you require information in addition to that provided
hereto:
[Applicant]
[Street Address]
[City, State and Zip]
[Date of Birth]
[Driver's License Number]
Thank you.
Sincerely,
Your name
Your title ©
Telephone contact C
p
October 18, 2022 y
r
Address i
Address2 g
City, State/Province h
t
E
1211
n
v
i
s
i
Zip/Postal Code
OBJECT: REFERENCE FOR [APPLICANT] – [SOCIAL

SECURITY NUMBER] [OR OTHER ID INFO]
Dear [Reference],
The above-named individual has applied for employment with our business and has indicated that he/she
attended [obtained a degree from] [Reference]. In order to make an informed hiring decision, we need to
explore the applicant's educational history and personal qualifications or fitness for employment. A release
permitting you to provide the following information has been signed by the applicant, and a copy is attached.
Any information that you give will be held in the strictest confidence. Please verify the information supplied
by [Applicant] and answer a few questions regarding [Educational Institution]:
Degree received by [Applicant]: [name degree]

Dates [Applicant] attended [Reference]: [provide dates of attendance]
Is the preceding information correct?
Type and level of institution:
Is your institution accredited?
What types of degrees do you award?
How can we obtain a transcript?
Information furnished by:
Thank you for your cooperation and prompt response.
Sincerely,
Your name
Your title
Telephone contact
1212
1213
E MPLOYMENT A PPLICATION F ORM
PLEASE PRINT ALL INFORMATION REQUESTED EXCEPT SIGNATURE
APPLICANTS MAY BE TESTED FOR ILLEGAL DRUGS

PLEASE COMPLETE PAGES 1-5. Date:
Name:
Last First Middle Maiden

Present Address:
Number Street City State Zip

How Long: Social Security No.:
Telephone:
If under 18, please list age:
Position Applied For: Days/Hours Available to Work:
Salary Desired: No Pref Thur

Mon Fri
Tue Sat
Wed Sun
How many hours can you work weekly? Can you work nights?
Employment Desired:
❑ FULL-TIME ONLY ❑ PART-TIME ONLY ❑ FULL-
OR PART-TIME
When available for work?
EDUCATION & OTHER INFORMATION

TYPE OF NAME OF LOCATION NO. OF MAJOR
SCHOOL SCHOOL (Complete mailing address) YEARS &
COMPLETE DEGRE
D E
High School
1214
College
Bus. or Trade School
©
Professional School
C
o
p
y
Have you ever been convicted of a crime? r
❑ No ❑ Yes i
If yes, explain number of conviction(s), nature of offense(s) leading to conviction(s), how recently such g
offense(s) was/were committed, sentence(s) imposed, and type(s) of rehabilitation. h
t
E
Do you have a driver’s license? n
❑ Yes ❑ No v
What is your means of transportation to work? i
s
Driver’s License Number: State of issue: i
❑ Operator ❑ Commercial (CDL) ❑ o
Chauffeur n
Expiration Date: C
o
Have you had any accidents during the past three years? How many? r
p
Have you had any moving violations during the past three years? How Many? o
r
OFFICE ONLY a
t
i
Typing ❑ Yes 10-key ❑ Yes Word ❑ Yes o
❑ No _____ WPM ❑ No Processing ❑ No _____ WPM n
.
Personal ❑ Yes PC ❑ Other Skills: 2
0
0
1215
2
.
A
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Computer ❑ No Mac ❑
Please list two references other than relatives or previous employers.

Name: Name:
Position: Position:
Company: Company:
Address: Address:
Telephone: Telephone:
An application form sometimes makes it difficult for an individual to adequately summarize a complete
background. Use the space below to add any additional information necessary to describe your full
qualifications for the specific position for which you are applying.
MILITARY
Have you ever been in the armed forces?
❑ Yes ❑ No
Are you now a member of the national guard?
❑ Yes ❑ No
Specialty Date Entered Discharge Date
Please list your work experience for the past five years beginning with
Work Experience your most recent job held. If you were self-employed, give firm name.
Attach additional sheets if necessary.
Job One
Name of Employer: Name of Last Supervisor Employment Dates Salary
Complete Address: From: Start:
1216
To: Final:
Phone Number: Your Last Job Title:
Reason for Leaving (be specific):
List the jobs you held, duties performed, skills used or learned, advancements or promotions while you
worked at this company.
Job Two
Name of Employer: Name of Last Supervisor: Employment Dates Salary
To: Final:
1217
Job Three
Name of Employer: Name of Last Supervisor: Employment Dates Salary
To: Final:
May we contact your present employer?

❑ Yes ❑ No
Did you complete this application yourself?
❑ Yes ❑ No
If not, who did?
1218
PLEASE READ CAREFULLY
APPLICATION FORM WAIVER
In exchange for the consideration of my job application by [COMPANY NAME] (hereinafter called
“the Company”), I agree that:
Neither the acceptance of this application nor the subsequent entry into any type of employment
relationship, either in the position applied for or any other position, and regardless of the contents of
employee handbooks, personnel manuals, benefit plans, policy statements, and the like as they may
exist from time to time, or other Company practices, shall serve to create an actual or implied contract
of employment, or to confer any right to remain an employee of [COMPANY NAME], or otherwise
to change in any respect the employment-at-will relationship between it and the undersigned, and
that relationship cannot be altered except by a written instrument signed by the President /General
Manager of the Company. Both the undersigned and [COMPANY NAME] may end the
employment relationship at any time, without specified notice or reason. If employed, I understand
that the Company may unilaterally change or revise their benefits, policies and procedures and such
changes may include reduction in benefits.
I authorize investigation of all statements contained in this application. I understand that the
misrepresentation or omission of facts called for is cause for dismissal at any time without any
previous notice. I hereby give the Company permission to contact schools, previous employers
(unless otherwise indicated), references, and others, and hereby release the Company from any
liability as a result of such contract.
I also understand that (1) the Company has a drug and alcohol policy that provides for pre-
employment testing as well as testing after employment; (2) consent to and compliance with such
policy is a condition of my employment; and (3) continued employment is based on the successful
passing of testing under such policy. I further understand that continued employment may be based
on the successful passing of job-related physical examinations.
I understand that, in connection with the routine processing of your employment application, the
Company may request from a consumer reporting agency an investigative consumer report including
information as to my credit records, character, general reputation, personal characteristics, and mode
of living. Upon written request from me, the Company, will provide me with additional information
concerning the nature and scope of any such report requested by it, as required by the Fair Credit
Reporting Act.
1219
I further understand that my employment with the Company shall be probationary for a period of
sixty (60) days, and further that at any time during the probationary period or thereafter, my
employment relation with the Company is terminable at will for any reason by either party.
Signature of Applicant Date:

This Company is an equal employment opportunity employer. We adhere to a policy of making
employment decisions without regard to race, color, religion, sex, sexual orientation, national origin,
citizenship, age or disability. We assure you that your opportunity for employment with this
Company depends solely on your qualifications.
Thank you for completing this application form and for your interest in our business.
PLEASE PRINT ALL INFORMATION REQUESTED EXCEPT SIGNATURE
POST EMPLOYMENT INFORMATION FORM
TO BE COMPLETED AFTER EMPLOYEE HAS BEEN HIRED
Height: Weight: Birth Date:

ft. in.
Married ❑ Yes ❑ No
If Married, How Long? ❑ Single ❑ Separated ❑Divorced
❑Widowed
Full Name of Spouse Spouse Occupation
Name of Company Telephone:
PERSON TO BE NOTIFIED IN CASE OF EMERGENCY

Name: Telephone:
Address: Relationship:
FOR INSURANCE PURPOSES ONLY: LIST ALL DEPENDENTS

Name: Relationship: Birth Date: SSN:
1220
TO BE COMPLETED BY EMPLOYER
Date of Employment: Job Title: Dept.:
Location: Rate of Pay: ❑ Full-time ❑ Part-time ❑

Salaried
Applicant’s signature acknowledging above information
Drug Test Confirmation Number:
Name of Person Verifying Information:
Name of Person Authorizing Employment:
1221
EMPLOYMENT CONTRACT WORKSHEET
This worksheet sets out negotiable provisions of an employment contract. The subjects reflect those of the
model employment contracts.
Special Definitions
Description of Job Duties

Name of position
Essential job functions or duties
Place and hours of employment
Length of Agreement
Original term
Conditions for right to extension
Benchmarks and Performance Terms
Place in here any benchmarks or performance terms you wish to establish, including skills
enhancement, production, revenue, overhead, number of new clients, volume of sales, percentage of
overhead reduction, efficiency of operations and other areas that you can quantify and create
benchmarks for.
1222
Skills enhancement
Production
Revenue
Overhead
Number of new clients
Compensation Terms
Base compensation (salary, hourly or commissions)
Overtime authorization
1223
Commission arrangements including when "earned", draws, and effect of termination on pending
deals
Incentive programs
Expenses, allowances, etc.
Salary adjustments
Benefits
Health, dental, vision, life, disability and professional liability insurance
Professional licenses, memberships & dues
Vacation
Holidays
Stock options, bonuses, profit-sharing, and retirement
1224
Educational reimbursement
Termination
“At-will” or “for cause”
Definition of “at-will”
Definition of “cause’
Severance terms for termination without cause
1225
Covenants
Specific information subject to non-disclosure of trade secrets, customer lists or other proprietary
information covenants
Non-solicitation agreement period [NUMBER] months/yrs
Non-recruit agreement period [NUMBER] months/yrs
Non-competition agreement period [NUMBER] monthss/yrs (Note: not enforceable in some states)
Property Rights
Existing clientele of employee (specify)
Existing equipment
Existing licenses, patents, copyrights, etc.
1226
Indemnification for 3rd Party Claims
Arbitration and Mediation Provisions
Liquidated Damages and Limits on Damages
Attorney's Fees Clause
Miscellaneous Clauses
1227
J OB A NALYSIS
Date Department
Prepared By Title
Job Title Reports To
Education/Experience Required
Goals/Objectives Of Position
Knowledge/Skills Required
Physical Requirements
Special Problems/Hazards
1228
J OB D ESCRIPTION F ORM
Position Description
Job Title: Date:
Incumbent: Employment Status:

Regular ❑
Department: Temporary ❑
Full-time ❑
Supervisor’s Name/Title: Part-time ❑
Intern ❑
Reg. hours worked: wk
Exempt ❑ Non-exempt
❑
A position description is written to describe work currently organized and performed by a fully
qualified employee (who possesses knowledge, skills, and experience required by the position). One
should be on file for each regular full- and part-time position. Attach a copy of the last position
description prepared for this position.
When was the last time this position description was updated? Date:
What is the overall purpose and objective of this position (why does the position exist)?
List in order of importance the major responsibilities of the job and estimate the percentage
of time spent on each responsibility (the main function of the job may or may not be the one
where the most time is spent).
1. %
2. %
3. %
1229
4. %
5. %
6. %
Total: 100 %
Is this position closely, moderately, or minimally supervised?
Please explain:
1230
Does this position have supervisory responsibility (i.e., responsible for hiring, firing,
performance appraisals, etc.)?
Yes _____ No _____ If yes, list the number and title for positions that directly or indirectly report to
this position (i.e., three secretaries, four programmers, etc.):
Does this position have access to confidential information?
Yes _____ No _____ If yes, please explain:
Does this position have access to or handle company funds?
Is it important to this position that the incumbent be able to communicate fluently in English?
What kind of work experience (including length of time), training, and/or level of education
is necessary for this position?
List any required technical skills (typing, computer skills, etc.):
What other special training and/or abilities are necessary to qualify for this position?
Check any of the following factors that are important to successful performance in this
position:
1231
❑ Problem Solving ❑ Bilingual
❑ Analytical Ability ❑ Interpersonal Skills
❑ Communication Skills ❑ Dexterity
Describe the requirements of this position that make these factors important:
Working Conditions
Are there particular working conditions associated with this position that should be noted
(i.e., working environment, hours of work, travel, work space, etc.)?
Analysis of Physical Demands of Position

Describe job responsibilities that require physical demands
Check physical demands that apply.
checked.
1. Strength
a. ❑ [X] % of time
Standi ❑ [X] % of time
ng ❑ [X] % of time
Walki
ng ❑ [X] lbs.
Sittin ❑ [X] lbs.
g ❑ [X] lbs.
❑ [X] lbs.
b.
Liftin
g
Carryi
ng
Pushi
ng
Pullin
g
1232
2. Climbing ❑
Balancing ❑
3. Stooping ❑
Kneeling ❑
Crouching ❑
❑
Crawling
4. Reaching ❑
Handling ❑
5. Speaking ❑
Hearing ❑
6. Seeing ❑
Depth ❑
perception ❑
❑
Color vision
1233
J OB D ESCRIPTION
Job Title: Chief Financial Officer
Department: Administration
Reports To: President & CEO
Approved By: Approved Date:
SUMMARY
Directs the organization's financial planning and accounting practices as well as its relationship with
lending institutions, shareholders, and the financial community by performing the following duties
personally or through subordinate managers.
ESSENTIAL DUTIES AND RESPONSIBILITIES
Include the following. Other duties may be assigned.
• Oversees and directs treasury, budgeting, audit, tax, accounting, purchasing, real estate, long
range forecasting, and insurance activities for the organization.
• Directs the controller in providing and directing procedures and computer application systems
necessary to maintain proper records and to afford adequate accounting.
• Directs the treasurer in activities such as custodian of funds, securities, and assets of the
organization.
• Appraises the organization's financial position and issues periodic reports on organization's
financial stability, liquidity, and growth.
• Coordinates tax reporting programs and investor relations activities.
• Analyzes, consolidates, and directs all cost accounting procedures together with other statistical
and routine reports.
• Oversees and directs the preparation and issuance of the corporation's annual report.
1234
• Directs and analyzes studies of general economic, business, and financial conditions and their
impact on the organization's policies and operations.
• Analyzes operational issues impacting functional groups and the whole institution, and
determines their financial impact.
• Evaluates and recommends business partnering opportunities.
1235
SUPERVISORY RESPONSIBILITIES
QUALIFICATIONS
To perform this job successfully, an individual must be able to perform each essential duty satisfactorily.
The requirements listed below are representative of the knowledge, skill, and/or ability required.
Reasonable accommodations may be made to enable individuals with disabilities to perform the
essential functions.
EDUCATION and/or EXPERIENCE

LANGUAGE SKILLS
MATHEMATICAL SKILLS
REASONING ABILITY
CERTIFICATES, LICENSES, REGISTRATIONS
PHYSICAL DEMANDS
The physical demands described here are representative of those that must be met by an employee to
successfully perform the essential functions of this job. Reasonable accommodations may be made to
enable individuals with disabilities to perform the essential functions.
WORK ENVIRONMENT
The work environment characteristics described here are representative of those an employee
encounters while performing the essential functions of this job. Reasonable accommodations may be
made to enable individuals with disabilities to perform the essential functions.
1236
©
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P OSITION R EQUEST F ORM
Department:
Position Title:
Non- Temporar
Reports To: Exempt Part-time
Exempt y
Pay Scale: Location: Date Needed:
Position Summary:
Essential Job Functions

1. %
2. %
3. %
Minimum Requirements
Education:
Experience:
Skills & Knowledge:
Requested By: Date:
Human Resources Department Use Only
1238
 Existing Position  New Position Is a specific candidate in mind: Yes No
If a specific candidate is in mind:  An existing employee  A new hire

Name of candidate:
Request for new position: By:

 Approved  Denied Date:
Reason for approval/denial:
Candidate above approved by: Date:
POST INTERNAL NOTICE OF JOB OPENING  POST CLASSIFIED AD  NO

POSTING
POSITION OPENING DATE: POSITION CLOSING DATE:
1239
CONTINGENT WORKER WORKSHEET
Some or all of these issues should be discussed between the company and agency. Agree on who is to do
what and then enter into a written agreement which memorializes your understanding.
FUNCTION NOTES
1. Creation of Job Description
2. Advertising for the Worker
3. Worker Selection
4. Worker Testing
5. Reference Checking
6. Licensing Requirements
7. Bonding
8. The Hiring Decision
9. Assignment and Reassignment
10. Instructions
11. Tools and Equipment
12. Wages, Raises & Bonuses
13. Payroll Taxes
14. Overtime Issues
15. Reimbursement for Expenses
16. Sickness/Tardiness/Absenteeism
17. Workers’ Compensation Coverage
18. Health Care, Profit & Pension
19. Suggestions Program Involvement
Opportunity to Realize Profit or
20.
Loss
21. Duration of Obligation
22. Performance Evaluations
23. Policies & Procedures
1240
24. Investigating Wrongful Conduct
25. Discipline
26. Right to Terminate
27. Worker Ability to Quit
Trade Secret/Proprietary
28.
Information Protection
29. Working Conditions
30. Ability to Join Teams, Events, Etc.
31. Identification
32. Training
33. Third Party Liability Obligations
34. Indemnity Obligations
35. Management & Personnel Files
36. Access to Agency Records
37. Buy Out Provisions
38. Collective Bargaining Issues
39. Loyalty & Commitment Issues
40. Ethics Issues
41. Continuity of the Relationship
AGENCY COMPANY
NAME AND TITLE NAME AND TITLE
DATED:
1241
DELEGATION WORKSHEET
Use this form to determine if you delegate enough work to the employees under your supervision. Write any
additional responses you have to the statements in the “comments” column. If you answer “yes” to these
delegation questions, you are probably delegating effectively. If you answer “no” to some of them, you have
areas that need improvement.
Yes No Comments
I delegate appropriate amounts of work to my
employees.
I sometimes ask my employees to outline their ideas
on a subject before they report to me.
I outline what is expected when I delegate activities

to others, and I clearly state the standard of
performance I expect.
I recognize that my employees sometimes may see
my delegating as a waste of their time, and I seek to
clear this up with them.
I have established a framework that my employees
understand and agree to.
I sometimes ask employees what I am doing that

wastes their time.
I encourage my employees to take initiative as long

as they keep me properly informed.
From time to time, I review my delegating style to
avoid falling into the trap of over-delegating or
under-delegating
1242
J OB R EQUIREMENTS W ORK S HEET
Use the following checklists to analyze the demands of particular jobs in relation to the qualifications of
job applicants. In order to measure the extent to which an activity is required in a job, place an A,B,C or
N/A in each designated blank as follows:
A- Minor - Activity or condition exists less than 20% of work time.

B- Moderate - Activity or condition exists between 20-60% of work time.
C- Major - Activity or condition exists 60% or more of work time.
N/A - Not applicable
% of
PHYSICAL DEMAND Code
Work
Strength
Standing
Walking
Sitting
Lifting
Carrying
Pushing
Reaching
Handling
Fingering
Feeling
Throwing
Eye-Hand Coordination
Foot-Hand-Eye Coordination
Climbing
Stairs
Ladders
Other
Balancing
Communicating
Ordinary
Other
Hearing
Ordinary
Other
Stooping
Kneeling
1243
Crouching
Crawling
Turning/Twisting
Bending at Waist
Other
Seeing
Acuity - Near
Acuity - Far
Depth Perception
Accommodation
Color Vision
Field of Vision
% of
PHYSICAL CONDITION Code
Work
Working Area
Inside
Outside
Temperature
Constant cold
Constant heat
Changing temperatures
Atmospheric Conditions
Fumes
Odors
Mists
Dusts
Humidity or Damp
Dirt
Oil/Grease
Gases
Ventilation
Lighting
Other
Noise
Noise level (dB)
Exposure (hours/day)
Unavoidable Hazards
Mechanical
Electrical
Burns
Protective Clothing or Personal Devices
Cramped quarters
Moving objects
Heights
1244
Other
% of
MENTAL REQUIREMENTS Code
Work
Understand and carry out oral instructions.
Read and carry out simple written instructions.
Read work orders, scrap tickets, job lot tickets, graphs, logs,
schedules.
Read and verify car numbers, alloy identities, etc.
Read and carry out complicated instructions.
Observe and read instruments, gauges, dials, etc. to determine
operating conditions.
Read and interpret detailed prints, sketches, layouts, specifications,
etc.
Identify and list production data such as quantities, pressures, alloys,
operating conditions.
Prepare detailed records or reports such as inventory records,
receiving reports, operating logs, lab analyses, quantities, etc.
Estimate size, form, quality or quantity of objects.
Estimate speed of moving objects.
Inspect, examine and observe for obvious product or equipment
defects.
Count, make simple arithmetic additions and subtractions.
Compute and calculate amounts of additives, results of tests, etc.
Use measuring devices such as tapes, gauges, rules, weight scales,
where reading is direct and obvious.
Use measuring devices such as micrometers, calibrated steel tapes,
calipers where precision & interpretation are required.
Make routine lab tests, such as titrations, specify gravity, etc.
Plan and schedule movement or flow of materials or products.
Operate overhead cranes and hoists.
Use hand power tools.
Use non-power head tools such as hammers, wrenches, etc.
Set up and operate machine tools such as lathes, milling machines,
saws.
Assemble or disassemble objects.
Determine malfunctioning of units by observing.
Determine nature and location of malfunction.
Perform repair and maintenance of equipment.
Perform a journeyman craft activity.
1245
Make adjustments to obtain specified operating conditions such as
turning valves; switches; moving and setting controls; adjusting
furnaces, pumps
Control activities of a single processing unit.
Control activities of several processing units.
Operate equipment requiring specialized knowledge of process.
Plan own work activities.
Plan work activities of others.
Direct work activities of others.
Coordinate work activities of others.
Train other workers.
Work alone.
Work as a member of a team.
Work without supervision.
Work with minimum amount of supervision.
Work under pressure.
Work rapidly for long periods.
Work on several tasks at the same time.
1246
ROUTINE CLERICAL RESPONSIBILITIES
WORKSHEET
ACTIVITY FREQUENCY
Day Week Month Other
Types labels, letters, envelopes, and invoices.
Determine layout and format, and type in finished format.
Proofread and correct errors.
Set up an type financial and statistical reports.
Take dictation and transcribe.
Transcribe dictation from voice recordings.
Record, type, and distribute meeting minutes.
Compose standard letters in response to routine
correspondence.
Schedule appointments without prior clearance, schedule
meetings and conferences, and make travel arrangements
including reservations.
Prepare meeting and conference rooms.
Maintain, process, distribute, and update records, files, and
documents.
Maintain confidential records and files, and handle
confidential
correspondence and records.
Open, sort and distribute mail.
Answer phone, screen and place calls, monitor and follow
up on voice mail recordings, refer callers to appropriate
parties.
Prepare, process, and verify invoices, bills, checks and
receipts.
Maintain and report expense account activity.
Receive and welcome visitors, and refer to appropriate
parties.
Maintain and update mailing lists.
Enter data electronically and verify.
Process payroll records.
Perform calculations, post and verify figures, trace and
adjust
errors.
Maintain inventory of office supplies, requisition new
supplies, and distribute supplies to authorized parties.
1247
Schedule and monitor equipment repairs and service
contracts.
Maintain locks and keys for storage cabinets and other
facilities,
and distribute to authorized parties.
Orient and train new employees.
Schedule work for coworkers as requested.
Maintain cash box.
Sign legal documents.
Act as resource for others as to staff and locations.
Handle cash and negotiable instruments.
ACTIVITY FREQUENCY
Day Week Month Other
Maintain records of cash receipts and disbursements.
Review job applicants/applications and conducts screening
interviews.
Collate and bind.
Make copies.
Date and stamp documents.
Recommend improvements in operations and procedures.
Modify operations and/or procedures.
Maintain procedures and information manuals.
Develop operating budget for approval.
Research, tabulate, and summarize information of routine,
periodic or special reports.
Present findings in oral or written form.
Record and verify entries or accounts, journals, logs, and
general ledgers.
Balance accounts and reconcile statements.
Indicate the equipment operated as a regular part of the responsibilities

Calculator Camera Cash register/petty cash
Computer Dictation equipment Facsimile machine
Microfilm equipment Photocopier Postage machine
Security equipment Sorter Switchboard
Word processor Other:
1248
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: A PPOINTMENT FOR E MPLOYMENT I NTERVIEW

AND T ESTING
On behalf of [Company], I want to thank you for your recent application for employment with our-
firm.
It is my great pleasure to inform you that an interview has been scheduled for you on [Date], at [Time],
with [Contact name], [POSITION]. [Contact name]'s office is located at [Location].
Please not that a test will be administered to you immediately following your interview, which will take
approximately one hour. If you are unable to maintain this appointment or if you have any questions,
please call me at the number indicated below.
Sincerely,
Your name
Your title
Telephone contact
1249
CONFIDENTIAL DISCLOSURE AGREEMENT
This Interview Confidential Disclosure Agreement (the "Agreement") is made and effective this [Date],
TERMS
1. Company is interviewing Applicant for the position of [POSITION] and to work on the following
projects: [DESCRIBE].
2. Applicant understands that Company's trade secrets may be disclosed during the interview process
or as a result of Applicant's access to Company's premises.
3. Applicant understands and acknowledges that Company’s trade secrets consist of information and
materials that are valuable and not generally known by the Company’s competitors. The
Company’s trade secrets include:
a. Any and all information concerning the Company’s current, future or proposed products,
including, but not limited to, unpublished computer code (both source code and object code),
drawings, specifications, notebook entries, technical notes and graphs, computer printouts,
technical memoranda and correspondence, product development agreements and related
agreements.
b. Information and materials relating to the Company’s purchasing, accounting and marketing;
including, but not limited to, marketing plans, sales data, unpublished promotional material,
cost and pricing information and customer lists.
c. Information of the type described above which the Company obtained from another party and
which the Company treats as confidential, whether or not owned or developed by the
Company.
4. At all times during and after the interview, Applicant will keep confidential and will not make use
of or disclose to any third party any of Company's trade secrets.
1250
5. Applicant will not use, disclose to company, or cause Company to use any trade secret or
confidential information of any other person or entity.
COMPANY EMPLOYEE
Signature Signature
1251
J OB A PPLICANT I NTERVIEW S CRIPT
1. INTRODUCTION
When the applicant arrives, put him or her at ease using a friendly, businesslike attitude. Let the
applicant know that you're glad that they've come and that you have set aside sufficient uninterrupted
time to conduct the interview. You can start the interview with chatter about hobbies, interests, etc., if
you are comfortable doing so and are confident that you can stay away from personal questions that
might be considered discriminatory. Or you can simply ask one of the following questions:
❑ "How did you happen to become interested in our organization?"
❑ "How did you hear of the opening?"
❑ Depending on the response, you can work in an overview of what you have planned.
"Before we start, let me give you some idea of what I'd like to cover today. I want to review your
background and experience so that I can decide whether the job is suited to your talents and interests.
So, I'd like to hear about your job, education, interests, outside activities, and anything else you'd like to
tell me. And after we have covered your background, I want to give you information about our
organization and the job, and answer any questions that you might have."
2. Work Experience
A discussion of work experience should vary widely based, in part, on how long the applicant has been
employed. Questions appropriate to a recent high school or college graduate will make little sense when
interviewing a professional with 15 years of experience. For an applicant with substantial experience, a
reasonable starting point would be a discussion of the most recent position. In addition to focusing on
the jobs themselves, it might also be helpful to discuss why the applicant has changed jobs in the past,
the duration of each prior employment, chronological gaps in employment, etc. The following script
would be appropriate when interviewing someone who has not been working long.
❑ "A good place to start would be your work experience."
❑ "I'm interested in the jobs you've held, what your duties and responsibilities were, your likes
and dislikes, and what you felt you may have gained from them."
1252
❑ "Let's start with a brief review of your first work experiences, those you might have had part-
time during school or during the summer, and then we'll concentrate on your more recent
jobs in more detail."
❑ "What do you remember about your very first job?"
Select specific follow-up questions for each job and move forward chronologically. It's been suggested
that you move forward chronologically because there's a more natural conversational flow and you can
©
see patterns of behavior emerge. Your follow-up questions should ask for specific examples of behavior,
C
not general or hypothetical responses.
o
p
Ask specific, clear questions one at a time and let the applicant answer uninterrupted. Resist filling in
y
every lull in the conversation; wait to see if the applicant will do so. Avoid either verbally or physically
r
giving the applicant a clue as to how you regard their answers; remain neutral.
i
g
To draw the applicant out without revealing what you're thinking, try using his or her own words. If
h
the candidate says, "I like to work independently," you could respond with "Independently?" Of course,
t
you could also use the opportunity to ask the applicant to give an example of what he or she did working
E
independently.
n
v
After you have covered the applicant's work experience, you could move on to education.
i
s
3. Education
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As in the case of the work experience portion of the interview, the education discussion must be tailored
n
to suit the applicant's educational level. The sample interview that follows would be appropriate for a
C
younger applicant who has not been out of high school for any length of time. When interviewing for a
o
professional position, the focus would shift to the professional education.
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❑ "You've given me a good review of your work experience – now let's talk about your o
education. Why don't we start with high school briefly and then cover more recent
r
schooling and any specialized on the job training you may have had. I'm interested in the
a
subjects you preferred, your grades, extracurricular activities, and anything else of
t
importance."
i
o
❑ "What was high school like for you?" n
.
Select specific follow-up questions for each educational experience and move forward chronologically. 2
Don't necessarily accept answers at face value. Chronology reveals patterns. Take the information and 0
0
1253 2
.
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patterns of behavior that you're being told and analyze them in terms of the performance skills you
determined that you needed before the interview began.
4. Activities and Interests
"Turning to the present, I'd like to give you the opportunity to mention some of your interests and
activities outside of work—hobbies, what you do for fun and relaxation, any community activities,
professional associations, or anything else you'd like to mention that you think might be relevant to our
job. What would you like to mention?"
Select specific follow-up questions.
Show interest and attention, as well as respect for the applicant. Don't talk down. Do use an appropriate
language level.
5. Self-Assessment
Select specific follow-up questions as needed.
❑ "Now let's try to summarize our conversation. Thinking about all we've covered today, what
would you say are some of your strengths—qualities both personal and professional that
make you a good prospect for any employer?"
❑ "You've given me some real assets, and now I'd like to hear about areas you'd like to develop
further—all of us have qualities we'd like to change or improve. What are some of yours?"
6. Transition to Information-Giving Phase
If you are still interested in the applicant, proceed to this phase of the interview. On the other hand, if
you have already decided that the applicant isn't suitable, there isn't much point in describing a position
that the applicant won't be filling.
❑ "You've given me a good review of your background and experience, and I have enjoyed
talking with you. Before we turn to my review of our organization, and the job, is there
anything else about your background you would like to cover?"
❑ "Do you have any specific questions or concerns before I give you information about the
job and the opportunities here?"
1254
All right, now I have some information I'd like to give you." Review the organization, the job, benefits,
location, etc. Tailor your presentation as appropriate to your interest in the candidate.
7. Closing
Close the interview graciously. If you have already decided not to offer the applicant a job, you can let
them know at this point. Do so cordially and uncritically; you needn't be specific about why you've
rejected the candidate.
❑ "Do you have any other questions about us, the job, or anything else?"
❑ "I've enjoyed talking with you today, but we won't be able to offer you this position."
If you think that you would consider the applicant for another position in the future, say so. You've
already spent the time on an interview.
If pressed for a reason why an applicant won't be offered a job, you always have the option of telling the
applicant that you do not discuss the reasons for your hiring decisions. Or, you may explain that, for
example, you have already interviewed other, more qualified applicants. Use your judgment, realizing
that it can create a very awkward situation if you merely tell an applicant that he or she is "unqualified"
or "lacking experience." Be honest, but don't be confrontational.
❑ If you've found a promising candidate, you can continue.
❑ "What is your level of interest in us at this point?"
❑ Explore any doubts or reservations the applicant might have. "Let me review what the next steps
are."
❑ Let the applicant know what's likely to happen next, whether another interview will be needed, and
how long it will be before a decision is made.
❑ Finish by thanking the participant: "I want to thank you for coming today...."
1255
KNOWLEDGE WORKER INTERVIEW
QUESTIONNAIRE
1. Do you own a personal computer and, if so, what kind?
2. What software do you know how to operate?
3. Do you have a fax modem? Yes No

4. Do you use an e-mail program? Yes No
5. What literature that relates to your profession do you read, including books, newspapers, trade
magazines, etc.?
6. What classes or seminars have you taken on your own during the last three years to advance your
career and personal growth?
7. What efforts have you made at "networking" to advance your career?
8. What volunteer or non-profit activities do you engage in?
9. Where do you see your profession going in the next five to ten years?
10. Where do you see the industry going?
11. What are you doing to stay on top of these changes?
12. What are the most important things to you about any job? Is it the pay, the opportunities, feelings
of self-worth, fellow employees, location, benefits, etc.?
1256
13. What efforts do you make to keep yourself healthy? Do you exercise, eat a proper diet, refrain from
smoking, take nutritional supplements, meditate, etc.?
do you consider
to be your professional role model? Why do you consider this person to be so special? How can you
improve on that person's contributions?
14. When it comes to getting paid, are you the type of person that is more interested in a steady paycheck
with good benefits or would you rather work for a company where there may be greater risk but yet
greater rewards in terms of both pay and job satisfaction? Please explain
15. What type of incentive programs have you found to work best?
16. Tell me about the most critical job project you ever worked on?
17. Please explain the best work experience you had in the past five years?
18. Please explain the worst work experience you had in the past five years?
19. What do you know about our company? What are our primary products and services? What do
you perceive our strengths and weaknesses to be?
20. Please explain any dealings that you have already had with our company. Are any of our employees
your personal friend? Do you have any potential conflicts of interest?
1257
21. Have you signed any trade secret, non-compete or non-disclosure agreements?
Yes No
If so, do you have a copy? Yes No
23. Would you be willing to submit to a pre-hire drug test? Yes No
24. Would you be willing to undergo a series of tests to help us determine whether or not your skills
fit our needs and if your overall personality and outlook is a match for our company?
Yes No
25. What do you think are the greatest strengths and values that you can bring to this company? Is
it your knowledge of this industry, your ability to get along with people, dedication and loyalty, or is it
something else?
26. If hired, where would you like to see yourself within this company in the next three to five years?
27. Have you placed your professional goals in writing? Yes No
28. What are they?
29. What is your opinion about the followings and why?
• the issue of trust in the workplace

• the power of having a corporate vision
• the issues of loyalty and commitment
1258
• taking risks in the workplace
• working with little supervision
• change in the workplace
• terminating poor performers
• being acknowledged for good performance
30. Is there anything else you would like to know or share?
Notes:
PRE-INTERVIEW QUESTIONNAIRE
TRUE FALSE
1. I prefer when change is introduced slowly: T F
2. Rumors are never worth listening to: T F
3. Group discussions are a good way to improve communications at work: T F
4. People who say less usually have less to offer: T F
5. People work best if they have a say in the way they do their work: T F
6. When I fear criticism, I am less likely to talk: T F
7. I understand that discrimination or harassment towards different races, ages, sexes, T F
religions, our employees, customers or others will not be tolerated at this company:
8. People are created with equal abilities: T F
9. The best form of health protection is to exercise and eat a well balanced diet: T F
10. I take nutritional supplements to help support my health and energy levels: T F
11. I am very concerned about what I eat because it significantly affects my energy level and T F
overall health status:
1259
12. I understand that if I come to work for this company, sexual harassment and T F
discrimination is prohibited by law. I will not do it. I agree to report it if I see it, hear
about it, or become a victim of it:
13. I understand that a company is allowed to test for drug use where an employee’s actions T F
can affect the health or safety of others, or where there is a reasonable suspicion of drug
use:
14. I understand there may be times when it is in a company’s best interest to eliminate an T F
employee from its operations and hire an outside consultant or employee leasing company
to perform the work:
15. I would be willing to violate a law if it is necessary to protect the company’s interest: T F
16. F
I am comfortable working without supervision: T F
1. Employers have the legal right to terminate an employee for any reason, at any time: T F
2. I have a computer that I use at home: T F
3. I have a library card: T F

4. I like working in a team: T F
5. How do you intend to add value to this company if you are hired?
6. What are the three greatest books you have read?
7. What do you read that is related to the job you are applying for?
8. I am working to improve my communication skills by:
9. I engage in the following exercise on a regular basis:
10. What have you done to learn about our company and the business we are in?
11. In my experience, companies can improve themselves when they:
12. My greatest personal attributes are:
Signature: Date:
1260
DESIRED ANSWERS TO PRE-INTERVIEW
QUESTIONNAIRE TRUE/FALSE QUESTIONS
1. True 6. False 11. True 16. True
2. True 7. True 12. True 17. False
3. False 8. False 13. True 18. True
©
4. False 9. True 14. True 19. True
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5. False 10. False 15. False 20. True
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QUESTIONS TO AVOID DURING AN INTERVIEW i
g
The questions below are generally prohibited during the selection process because they inquire into
h
information that is not required as a matter of business necessity, or are not job-related. The point is to
t
only ask questions that relate to how the individual can handle the job and provide value to the
E
company. Some prohibited questions are proper to ask after the interview process for statistical and
n
other reasons. Unless clearly job-related, the following questions should be avoided:
v
❑ “What is your maiden name?” i
s
❑ “Do you own or rent your home?” i
o
❑ “What is your age?” n
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❑ “What is your date of birth?” o
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❑ The dates of attendance or completion of elementary or high school. p
o
❑ Questions which tend to identify an applicant's age as over 40. r
a
❑ Birthplace of applicant or of applicant's parents, spouse or other relative. t
i
❑ “Are you a [COUNTRY] citizen?” or “What is your citizenship or that of your parents, spouse or o
❑ other relative.” n
.
❑ Questions as to race, nationality, lineage, ancestry, national origin, descent, or parentage of applicant 2
or applicant’s spouse. 0
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1261
.
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❑ “What is your mother's tongue?” or “What is the language you speak at home?”
❑ Questions which indicate the applicant's marital status.
❑ Questions about the number or ages of children or dependents.
❑ Questions regarding provisions for childcare.
❑ Questions regarding pregnancy, childbearing or birth control.
❑ Questions regarding the names or addresses of relatives, spouse, or children of adult applicant.
❑ Questions such as, “With whom do you reside?” or “Do you live with your parents?”
❑ Questions as to applicant's complexion, or color of skin, eyes, or hair.
❑ Questions as to applicant's height and weight.
❑ Requiring an applicant to affix a photograph to the application.

❑ Requesting an applicant at his or her option, to submit a photograph.
❑ Questions regarding an applicant's general medical condition, state of health, or illness.
❑ Questions regarding the medical condition or health of an applicant's family or associates.
❑ Questions regarding AIDS, HIV and related conditions.
❑ “Have you ever made a worker's compensation claim?”
❑ Questions regarding receipt of worker's compensation benefits.
❑ "Do you have any mental or physical disabilities or handicaps?"
❑ Questions regarding arrest record, such as "Have you ever been arrested?" unless they are in a
security-related position. It's okay to ask if they have been convicted of a felony.
❑ Questions regarding refusal or cancellation of bonding unless they are in a security-related position.
❑ Questions regarding service in foreign military.
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❑ Questions regarding applicant's current or past assets, liabilities, or credit rating, including prior
bankruptcies unless job-related.
❑ Questions regarding length of residence at a particular address.
❑ Requiring a list of all organizations, clubs, societies, or lodges to which applicant belongs.
❑ Questions to applicant's former employers or references, or acquaintances of references, which elicit

information specifying the applicant's race, color, religious creed, nation original, ancestry,
disability, mental disability, physical disability, medical condition, marital status, age, sex, or other
prohibited basis of discrimination.
❑ Questions regarding religious obligations that would prevent an individual from being available to
work on Friday evenings, Saturdays, Sundays, or holidays.
❑ Questions seeking the names and addresses of relatives (as opposed to persons) to be notified in case
of accident or emergency.
❑ Asking a female candidate whether her family will object to her working at night.
❑ Asking a female candidate whether she has any reason to believe she might require any leave for
medical reasons during the next calendar year.
❑ Asking an older candidate whether they feel they can keep up with the younger employees in the
department.
❑ Asking an applicant the origin of their name.
❑ “How do you expect to do this job when you are blind?”
❑ Discriminatory remarks such as, “I'll bet you're a good dancer” or, “I don't know how you people
eat that kind of food. It makes me burp” or, “Are you trying to be superwoman?”
❑ “How did you lose your leg?”
❑ “Have you ever had cancer, high blood pressure, heart problems?”
1263
❑ “Have you ever injured your back?”
❑ “How strong is your back?”
❑ “Have you ever taken a leave of absence for health reasons?”
❑ “Are your parents healthy?”
❑ “What did you parents die of?”
❑ “What is the prognosis for your disease?”
❑ “Is your skin condition caused by a disease?”
❑ “Do you have any physical or mental disability/handicap that will require reasonable
accommodation?”
❑ “Have you ever abused alcohol?”
❑ “Is anyone in your family disabled?”
1264
NOTICE OF JOB OPENING
Position/Title: Department:
Pay Scale: Location:
Reports To: Exempt Temporary

Non-Exempt Part-time
POSITION SUMMARY
ESSENTIAL JOB FUNCTIONS

1.
2.
3.
4.
MINIMUM REQUIREMENTS
EDUCATION
EXPERIENCE
SKILLS AND
KNOWLEDGE
Position Posting Date: Position Closing Date:
This company is committed to the principles of equal employment opportunity and is committed to
making employment decisions based on merit. We are committed to complying with Federal, State and
local laws providing equal employment opportunities, as well as all laws related to terms and conditions ©
of employment. The company desires to keep a work environment free of sexual harassment or C
discrimination based on race, religion, color, national origin, sexual orientation, physical or mental o
disability, marital status, age or any other status protected by Federal, State or local laws. p
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Address
Address2
Zip/Postal Code
OBJECT: LETTER NOTICE OF JOB OPENING

Our firm has an opening in our [specify] department for a [position]. This will be a permanent position
and the applicant must have the following qualifications:
Starting salary is [amount or dependent on applicant's qualifications] and the working hours are from
[time] to [time] , Monday through Friday.
Thank you for your assistance. If you require any additional information please contact [individual].
We are proud to be an equal opportunity employer.
Sincerely,
Your name
Your title
Telephone contact
1266
LETTER TO APPLICANT
October 18, 2022

Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONFIRMATION OF AN OFFER OF

EMPLOYMENT
Welcome to [Name of Company]! We are pleased to confirm our offer to have you join [Name of
Company] as a [Position] reporting to [Supervisor], commencing [Date] on the following terms:
a) you will be on probation for [Number] weeks during which time we may terminate your
employment at any time without notice or payment in lieu of notice; if your employment is
continued, we may only terminate your employment without cause on two weeks notice or
payment in lieu of notice; however, we reserve the right to terminate your employment at any
time without notice or payment in lieu of notice for good cause;
b) your gross cash salary, inclusive of any statutory vacation pay to which you may be entitled,
during the probationary period of your employment is equivalent to [Amount] per annum
payable, subject to statutory deductions, in [Weekly, bi-weekly] installments not in advance; if
your employment is continued, your gross cash salary, inclusive of any statutory vacation pay to
which you may be entitled, will increase to the equivalent of [Amount] per annum also payable,
subject to statutory deductions, in weekly installments not in advance; [Either continue] in
addition, you have the following taxable fringe benefits in connection with your
employment:[List fringe benefits]; [Or continue] there are no fringe benefits in connection with
your employment and, in particular, there is no sick leave;
c) subject to statutory holidays, your hours of employment are [Time] am to [Time] pm, Monday
through Friday, with [Number] minutes off for lunch and [Number] minute coffee-breaks (one
to be taken in the morning and the other in the afternoon) each full working day;
1267
d) you have up to two weeks ordinary vacation each year; you will not receive your ordinary pay
while on vacation but you will be paid any statutory vacation pay to which you are entitled; all
vacation time must be reserved [Number] months in advance; no ordinary vacation may be
taken during the first [Number] months, including the probationary period, of employment;
e) you may not accumulate your time for lunches, coffee-breaks or ordinary vacation and these
must all be scheduled subject to reasonable control over timing by the firm;
f) all overtime must be expressly requested and authorized in advance by the firm; otherwise, it is
worked at your own risk;
g) your employment duties consist of [List duties]; however, this list is not to be taken as fixed or
exhaustive and you will be expected to perform any reasonable employment task given by a
superior;
h) you agree not to disclose any confidential information learned in the course of your employment
about the business of the firm or about its clients or about the personal affairs of your superiors
to anybody outside the firm both during and after your term of employment.
i) Other [Name of Company] policies are set forth in the Company’s employee handbook, a copy
of which will be provided to you prior to the commencement of your employment with the
Company.
j) Upon your acceptance, this letter will contain the entire agreement and understanding between
you and the Company and supersedes any prior or contemporaneous agreements,
understandings, communications, offers, representations, warranties, or commitments by or on
behalf of the Company (oral or written). The terms of your employment may in the future be
amended, but only by writing and which is signed by both you and, on behalf of the Company,
by a duly authorized officer.
k) In the event a dispute does arise, this letter, including the validity, interpretation, construction
and performance of this letter, shall be governed by and construed in accordance with the
substantive laws of the State of [State]. Jurisdiction for resolution of any disputes shall be solely
in [State].
This offer of employment is valid until the close of business on [Date]. Please let us know of your
decision to join [Name of Company] by signing a copy of this offer letter and returning it to us not later
than [Date]. Your offer is contingent upon your (1) completion of [Name of Company] Employment
Application; (2) signing of the Company's Confidentiality and Invention Assignment Agreement; and
1268
(3) providing proof of your eligibility to work in [COUNTRY], and (4) [Add any other clause like drug
test, physical examination, psychological test, or skills test, etc]. You hereby represent to the Company
that you are under no obligation or agreement that would prevent you from becoming an employee of
the Company or adversely impact your ability to perform the expected services.
If there is anything with which you do not agree, please feel free to discuss it with the writer.
We are very pleased to offer you the position and are sure that you will make a superb addition to our
firm. Once again, welcome to the firm!
Sincerely,
Your name
Your title
Telephone contact
Employment on the terms set out in this letter is accepted. ©
C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: LETTER TO CONFIRM EMPLOYMENT

We are pleased to confirm your being employed by our firm in the capacity of [Position]. You will report
directly to [Name], commencing with your start of employment on [Date].
Your salary shall be [Annual salary]. You will also be covered by the standard group benefit plans and
fringe benefits explained to you. For the first year vacation time shall be pro-rated, so you will be entitled
to [Number] days' vacation for this year.
It is understood and accepted that the employment relationship we have agreed to is an at-will
relationship, and that it may be ended by either party, at any time, and for any reason.
If you agree this letter sets forth our understanding, please sign the enclosed copy and return for our
files.
We look forward to your joining the company.
Sincerely,
Your name
Your title
Telephone contact
Agreed and Accepted:
Employee
Date
1270
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: N EW E MPLOYEE W ELCOME LETTER

It is with great pleasure that I welcome you as a new employee to [name of firm]. I am very pleased that
you have chosen to accept our offer of employment and know that this is the beginning of a mutually
beneficial association.
We encourage our personnel to take advantage of selected courses that are available in this vicinity, in
order to improve their skills and learn new skills in related areas. The courses and their corresponding
registration dates are listed on the employee bulletin board for your review. If you decide to attend one
of these courses, please advice your office manager and he will make the necessary arrangements.
Once again, welcome to [name of firm]!
Sincerely,
©
Your name C
Your title o
Telephone contact p
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ECLINE TO I NTERVIEW

Having been away from the office for a few days, I didn't read your letter of [Date] until today.
While I am sure the young man you wrote to me about wouldn't warrant the recommendation you gave
unless he is truly exceptional, I believe it would be unfair to him to set up an interview at this time.
We have just had to lay off [Number] employees and there is no way that I could justify hiring someone
new under those circumstances. We anticipate that business should improve over the next six months,
but for now, the timing is off.
I am sorry to have to disappoint you. You know, under the right circumstances, we are always looking
for bright young people with potential.
Thank you for thinking of us.
Sincerely,
Your name ©
Your title C
Telephone contact o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: POST INTERVIEW LETTER

It was a pleasure meeting with you and having the opportunity to discuss your education and your career
goals. I appreciate your candidness and feel that since your objectives are to work in the field of [specify
area] you should attempt to obtain a position with a firm that would enable you to gain experience in
your preferred area.
Unfortunately, our business does not afford you this opportunity. I am certain that you will find a
position which suits you soon and I believe that you have a great deal to contribute.
Please accept my best wishes for your future.
Sincerely,
Your name
Your title ©
Telephone contact C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RECENT JOB APPLICATION

Thank you for your recent application to join our company as a [position requested].
We regret to inform you that there are no openings in your area at this time. While we know this is
disappointing news, we would like to retain your application in our files for future openings.
Thank you for your interest in working for our company.
Sincerely,
Your name ©
Your title C
Telephone contact o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RECENT JOB APPLICATION

Thank you for your recent inquiry into the position opened at [Company name]. We certainly
appreciate your interest in working for our business.
After reviewing your credentials, we have determined that your background and qualifications do not
suit our needs at this time.
[Include this only if you intend to do it.]

We will keep your application on file for future reference.
Again, thank you for your interest in our company.
Sincerely,
Your name
Your title ©
Telephone contact C
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C
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: A PPLICATION A CKNOWLEDGMENT
Dear [Applicant],
We recently received your correspondence indicating an interest in a position at [Your Business]. We
want to thank you for taking the time to send us information about yourself, and we want to assure you
that your application will be considered very carefully.
If your qualifications match our needs, you will hear from us by phone or mail to schedule an interview.
Thank you again for your interest.
Sincerely,
Your name ©
Your title C
Telephone contact o
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October 18, 2022
Reference name
Address
Address2
Zip/Postal Code
OBJECT: P ERSONAL R EFERENCE FOR [ APPLICANT ] –

[ SOCIAL SECURITY NUMBER ]
Dear [Reference name],
The above-named individual has applied for employment with our business and has named you as a
reference. In order to make an informed hiring decision, we need to know the applicant's
work/educational history and personal qualifications or fitness for employment. A release permitting
you to provide the following information has been signed by the applicant and a copy is attached. Any
information that you give will be held in the strictest confidence. Please verify by answering the
following questions.
How long have you known [Applicant]?
What is the nature of your relationship?
Why do you think [Applicant] would

be a good choice as a [name of position]?
Do you know of any reasons that could
prevent [Applicant] from performing the
functions of the position?
Information furnished by:
Signature:
Date:
1277
Thank you for your cooperation and prompt response.
Sincerely,
Your name
Your title ©
Telephone contact C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RECEIPT OF RESUME

Thank you for applying for the position of [name of position]. We are currently reviewing the
qualifications of all the applicants and expect to begin interviewing the week of [date]. If you have the
qualifications we are looking for, we will be contacting you to set up an interview.
We appreciate your interest in [name of company]. You should hear from us one way or the other by
[date]. Good luck.
Sincerely,
Your name
Your title
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October 18, 2022
[Former employer name]

Address
Address2
Zip/Postal Code
OBJECT: R EFERENCE C HECK FOR [A PPLICANT NAME ] –

[S OCIAL SECURITY NUMBER ]
Dear [former employer name],
A former employee of your company, [Applicant name], has applied for a position with our company.
As part of interview process, we are hereby requesting background information from you on this
employee. [He/she] has given us permission to request such information from you and a copy of such
request is attached hereto.
Please provide us the following information concerning this former employee:
Dates of employment: Positions held:
Responsibilities:
Last total salary and bonus while employed:
Reason given for terminated/leaving:
How would you rate his/her overall competence? (Check one.)

Outstanding Good Average Fair Poor
Please state briefly what you believe to be his/her greatest strengths and weaknesses (if any):
Strengths
Weaknesses
If you had an opening for which he/she is qualified, would you rehire him/her? Yes No
If no, please state why.
1280
I assure that any information you supply about this applicant will be held in strict confidence. If there
is ever an opportunity for me to reciprocate, I will be pleased to do so. We will need this information as
soon as possible, and thus we would appreciate if you could fax the response to the undersigned at [fax
number]. Thank you for your consideration.
Sincerely,
Your name
Your title
Telephone contact
1281
©
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E MPLOYMENT R EFERENCE P HONE S CRIPT p
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When telephoning another company to conduct a reference check, be sure to introduce yourself, giving
i
your name and title, where you are calling from, and explain the reason for your call. Try to speak with
g
the applicant’s supervisor. Make sure the person you do speak to has the authority to give references.
h
Give the person you are speaking with the name of the applicant, the position they are applying for, and
t
the supposed dates of employment with their company. Offer to fax a release if the person you are
E
speaking to is reluctant to give information.
n
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Applicant’s Name: Date: i
Position Applied For: Dept.: s
Person Conducting Check: Title: i
o
Previous Employer:
n
Person Giving Reference: Title: C
Verified Dates of Employment: From To o
Position Title: Begin End r
End p
Salary/Wages: Begin End
o
End
Brief description of previous job duties:
r
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How would you describe applicant’s performance of job duties? i
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What value did the applicant add to their company? .
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How did the applicant get along with others? 0
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Reason for applicant’s termination:
.
A
Is applicant eligible for rehire with this company?  Yes  No l
If not eligible for rehire, why not? l
Yes r
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Additional
No Notes:
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R EFERENCE C HECK C ONTROL F ORM p
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Personal references checked: g
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Name: Relationship: t
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Address: n
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Telephone: Date contacted: Method of contact: i
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Notes: i
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Name: Relationship: p
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Address: r
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Telephone: Date contacted: Method of contact: t
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Notes: o
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Name: Relationship: 2
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Address: A
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Telephone: Date contacted: Method of contact: l
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E MPLOYMENT REFERENCES CHECKED :
Name: Relationship:
Address:
Telephone: Date contacted: Method of contact:
Would you rehire? Reason for termination:
Notes:
Name: Relationship:
Address:
Notes:
Name: Relationship:
Address:
Notes:
1285
Records checked:
 School records (Date requested: ) Notes:
 Criminal records (Date requested: ) Notes:

©
 Driving records (Date requested: ) Notes: C
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 Credit records (Date requested: ) Notes: p
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Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REFERENCE ON QUALIFICATIONS

We recently received an application from [Name] for the position of [Specify] with our firm. We
understand he was previously employed by you. We would appreciate any information you could give
us concerning [Name]’s work habits, expertise as [Position] and attitude. We would also appreciate your
sharing with us the reason he no longer works for your firm.
We look forward to hearing from you in early [Month]. Please advise us if the information you provide
is confidential. Thank you for your time in answering this request.
Sincerely,
Your name
Your title
Telephone contact
1287
EMPLOYEE REFERENCE REQUEST
I, [employee], hereby authorize [former employer] to release any and all references and records related
to my past employment and work history to [prospective employer]. I release and forever discharge the
above-named former employer and prospective employer of any and all claims related to this Employee
Reference Request and any related exchange of records or other communications related to my past
employment.
Date Social Security Number
Signature Printed Name
Please answer the following questions as thoroughly as possible regarding the above-named individual
and their employment with your company. Thank you for your assistance.
Start Date End Date Final Position/Title
Final Salary Time in Final Pay Grade Your Relationship to Employee
Position Summary:
Essential Job Functions:
Reason for Leaving:
Is this Individual Eligible for Rehire? Yes No If no, please explain:
Please Describe this Individual’s Most Valuable Attributes:
What Is Your Opinion of this Individual’s Ability to Add Value to Our Company?
1288
Signature Date
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Printed Name: Title: C
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Address
Address2
Zip/Postal Code
OBJECT: T HANK Y OU TO A PPLICANT FOR T ESTING

Thank you for taking the time to be tested for employment at our main office yesterday.
Within [NUMBER] weeks we should be able to provide you with a decision in regard to your
application, and we want you to know that we will be giving your application our fullest consideration.
If, for some reason, we are unable to offer you a position at this time, we will have your application and
aptitude test on record which will enable us to inform you when there is an opening.
We would like to thank you again for your time and consideration and will be in touch with you as soon
as we have some definitive information for you.
Sincerely,
Your name
Your title
Telephone contact
1290
©
LEASING AND REAL ESTATE ASSIGNMENTS C
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ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT y
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OF LESSOR i
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This Assignment of Lease (the “Agreement”) is made and effective [DATE], h
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BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under n
i
AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of s
the [STATE/PROVINCE], with its head office located at: i
o
1. ASSIGNMENT OF LEASE n
C
For value received, Assignor assigns and transfers to Assignee that lease, dated [DATE], executed by o
assignor as lessee and by [NAME] as lessor, of the following described premises: r
p
[DESCRIBE] o
r
together with all his right, title, and interest in and to the lease and premises, subject to all the conditions a
and terms contained in the lease, to have and to hold from [DATE], until the present term of the lease t
expires on [DATE]. i
o
A copy of the lease is attached hereto and made a part hereof by reference. n
.
2
2. ASSIGNOR WARRANTIES AND REPRESENTATION 0
0
Assignor covenants that he is the lawful and sole owner of the interest assigned hereunder; that this 2
interest is free from all encumbrances; and that he has performed all duties and obligations and made all .
payments required under the terms and conditions of the lease. A
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Assignee agrees to pay all rent due after the effective date of this assignment, and to assume and perform l
all duties and obligations required by the terms of the lease. r
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3. CONSENT OF LESSOR
The Lessor, named in the above assignment of that lease executed on [DATE], wishes to consent to this
Assignment. The Lessor also consents to the agreement by Assignee to assume after [DATE], the
payment of rent and performance of all duties and obligations as set forth in the lease, and releases
Assignor from all duties and obligations under the lease, including the payment of rent, after [DATE],
and accept Assignee as lessee in the place of Assignor.
assigns.
written.
ASSIGNOR ASSIGNEE
LESSOR
1292
ASSIGNMENT OF MORTGAGE
This Assignment of Mortgage (the “Assignment”) is made and effective [DATE],
TERMS
For and in consideration of [AMOUNT], the receipt of which is hereby acknowledged by, [NOTARY
NAME], of [CITY, STATE/PROVINCE], the Assignor hereby grants, assigns and transfers to
Assignee that certain mortgage executed by [NAME], and dated, [DATE], and recorded in [OFFICES],
in [CITY, STATE/PROVINCE], in [Book of Mortgage], at page [NUMBER], together with the note
described therein and the money to become due thereon with the interest provided therein.
written.
ASSIGNOR ASSIGNEE
1293
ACKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
1294
ASSIGNMENT OF REAL ESTATE
CONTRACT AND SALE AGREEMENT
This Assignment of Real Estate Contract and Sale Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [LESSOR NAME] (the "Lessor"), a corporation organized and existing under the laws
AND: [LESSEE NAME] (the "Lessee"), a corporation organized and existing under the laws of the
RECITALS
WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale Agreement with
[NAME] as "Seller" and Assignor as "Buyer" which Agreement was executed on [DATE], by said
Assignor and on [DATE], by said Seller for the purchase and sale of certain real property being, lying
and situate in [CITY, STATE/PROVINCE], and more particularly described in said Agreement, copy
of said Agreement being attached hereto as Exhibit "A"; and,
WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's right, title
and interest in, to and under said Real Estate Purchase and Sale Agreement; and,
WHEREAS, Assignee is desirous of receiving all of Assignor's right, title and interest in, to and under
said Real Estate Purchase and Sale Agreement;
TERMS
NOW, THEREFORE, for and in consideration of the sum of [AMOUNT]and other good and
valuable considerations, the receipt and sufficiency ofwhich are hereby acknowledged, Assignor has
assigned, transferred, sold and conveyed and by these presents does hereby assign, transfer, sell and
convey unto Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase
and Sale Agreement. Assignee hereby assumes all of Assignor's duties and obligations under said Real
1295
Estate Purchase and Sale Agreement. This Assignment shall be binding upon Assignor and shall inure
to the benefit of Assignee and its successors, heirs and assigns.
IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered by Assignor and
Assignee as of the day and year first above written.
ASSIGNOR ASSIGNEE
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EXHIBIT A ©
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R EAL E STATE P URCHASE AND S ALE A GREEMENT p
ASSIGNMENT OF REAL ESTATE CONTRACT y
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This Assignment of Real Estate Contract (the “Assignment”) is made and effective [DATE], h
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AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of o
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For value received, which is acknowledged, the Assignor hereby assigns all interest and benefit in an r
Agreement of Purchase and Sale of [DESCRIBE PROPERTY] between [VENDOR] (the "Vendor") a
and the Assignor, accepted by the Vendor on [DATE], to the Assignee. t
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The Assignor stipulates, however, that this Assignment is made completely at the risk of the Assignee o
without any representations, warranties or collateral assurances of any kind whatsoever with regard to n
the subject matter of this assignment, its ownership or the right to make this assignment. .
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IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first above 0
written. 2
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ASSIGNOR ASSIGNEE l
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ASSIGNMENT OF RENTS BY LESSOR
This Assignment of Rents (the “Assignment”) is made and effective [DATE],
RECITALS
For value received, Assignor assigns and transfers to Assignee, all rents and other sums due and to
become due, assign or under that lease Dated [DATE], between Assignor as Lessor, and [NAME], as
Lessee;
For the lease of the following described property:
[DESCRIBE]
1. Assignor warranties and representations
a. Assignor is the lawful owner of the above-described lease and of the rental property that is
the subject thereof and of all rights and interests therein.
b. The lease is genuine, valid, and enforceable.
c. Assignor has a right to make this assignment.
d. The rental property and rental payments and other sums are free from liens, encumbrances,
claims and set offs of every kind whatsoever except as follows:
[DESCRIBE]
1299
e. The balance of rental payments unpaid as of the date of this assignment is [amount]
commencing with the next payment due on [date].
2. TERMS AND CONDITIONS OF THE ASSIGNMENT
Assignor understands and agrees that:
a. Assignee does not assume any of the obligations arising under the Lease.
b. Assignor will keep and perform all of his obligations as Lessor under the Lease. In addition,
Assignor shall indemnify assignee against the consequences of any failure to do so.
c. Assignor will not assign any other interest in the lease, nor sell, transfer, mortgage, or
encumber the property described in the lease, or any part thereof, without first obtaining
the written consent of Assignee.
d. Assignee may, at his discretion, give grace or indulgence in the collection of all rent and other
sums due or to become due under the lease, and grant extensions of time for the payment of
any such sums.
e. Assignor waives the right to require assignee to proceed against Lessee, or to pursue any
other remedy.
f. Assignor waives the right, if any, to obtain the benefit of or to direct the application of any
security that is or may be deposited with Assignee until all indebtedness of Lessee to Assignee
arising under the lease has been paid.
g. Assignee may proceed against Assignor directly or independently of Lessee and the cessation
of the liability of Lessee for any reason other than full payment shall not in any way affect
the liability of Assignor hereunder, nor shall any extension, forbearance of acceptance,
release, or substitution of security, or any impairment or suspension of Assignee's remedies
or rights against Lessee in any way, affect the liability of Assignor hereunder.
h. Assignor guarantees due and punctual payment under the terms of the lease, In addition, on
any default by Lessee, assignor will, on demand, repurchase the rights assigned hereunder by
paying to Assignee the then total unpaid balance of rental payments under the lease.
i. Assignor appoints assignee as his attorney in fact to demand, receive, and enforce payment
and to give receipts, releases, and satisfactions and to sue for all sums payable, either in the
1300
name of assignor or in the name of Assignee, with the same force and effect as Assignor
could have done if this assignment had not been made.
3. NOTICES
Notice of this assignment may be given at any time at Assignee's option. In the event any payment under
the lease hereby assigned is made to Assignor, Assignor will promptly transmit such payment to
Assignee.
This assignment is irrevocable and shall remain in full force and effect until and unless there is payment
in full of any obligation, the payment of which is secured by it, or until and unless such obligation is
released in writing by Assignee.
ASSIGNOR ASSIGNEE
1301
ASSIGNMENT OF SUBLEASE
This Assignment of Sublease (the “Assignment”) is made and effective [DATE],
BETWEEN: [LANDLORD NAME] (the "Lessor"), a corporation organized and existing under the
AND: [TENANT NAME] (the "Lessee"), a corporation organized and existing under the laws of the
AND: [SUB-TENANT NAME] (the "Lessee"), a corporation organized and existing under the laws
For good consideration, it is agreed by and between the parties that:
1. ASSIGNMENT OF LEASE
Tenant hereby assigns, transfers and delivers to Sub-Tenant all of Tenant's rights in and to a certain lease
between Tenant and Landlord for certain premises known as [Describe], under lease dated [DATE].
2. SUB-TENANT’S OBLIGATIONS
Sub-Tenant agrees to accept said Lease, pay all rents and punctually perform all of Tenant's obligations
under said Lease accruing on and after the date of delivery of possession to the Sub-Tenant as contained
herein. Sub-Tenant further agrees to indemnify and save harmless the Tenant from any breach of Sub-
Tenant's obligations hereunder.
3. DELIVERY OF PREMISES
The parties acknowledge that Tenant shall deliver possession of the leased premises to Sub-Tenant on
[DATE]; time being of the essence. All rents and other charges accrued under the Lease prior to said
date shall be fully paid by Tenant, and thereafter by the Sub-Tenant.
1302
4. LANDLORD’S OBLIGATIONS
Landlord hereby assents to the assignment of lease, provided that:
a. Assent to the assignment shall not discharge Tenant of its obligations under the
Lease in the event of breach by Sub-Tenant.
b. In the event of breach by Sub-Tenant, Landlord shall provide Tenant with

written notice of same and Tenant shall have full rights to commence all actions
to recover possession of the leased premises [in the name of Landlord, if
necessary] and retain all rights for the duration of said Lease provided it shall pay
all accrued rents and cure any other default.
c. There shall be no further assignment of lease without prior written consent of

Landlord.
written.
TENANT SUB-TENANT
1303
LANDLORD
1304
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CONTRACTS, AGREEMENTS AND CHECKLISTS C
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ADDENDUM TO REAL ESTATE LEASE y
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This is an Addendum (the “Agreement”) to that certain Real Estate Lease dated [DATE] (the “Lease”) h
and effective [DATE] t
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BETWEEN: [LANDLORD NAME] (the "Landlord"), a corporation organized and existing under v
s
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AND: [TENANT NAME] (the "Tenant"), a corporation organized and existing under the laws of the o
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RECITALS p
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This Addendum relates to the premises leased by the Tenant (the “Premises”) in the building owned by r
the Landlord (the “Building”), which is located at [FULL ADDRESS]. a
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1. Exclusions From Operating Costs o
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In the event the Tenant is required to pay a portion of the “operating costs” of the Building, the .
definition of "operating costs" shall not include: (i) costs incurred in renovating or otherwise improving, 2
painting or redecorating usable space for tenants; (ii) Landlord's costs of any services sold or provided 0
tenants or other occupants for which Landlord is entitled to be reimbursed by such tenants or other 0
occupants as an additional charge or rental over and above the basic rental and escalations payable under 2
the lease with such tenant or other occupant; (ii) legal fees and other related expenses associated with the .
negotiation or enforcement of leases; (iv) all items and services for which Tenant reimburses Landlord A
or pays third persons or which Landlord provides selectively without reimbursement to one or more l
tenants or occupants of the Building (other than Tenant) which are not customary for normal office l
use; (v) leasing commissions and other similar payments paid to agents or employees of Landlord, r
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independent brokers and other persons incurred in connection with Landlord's leasing activities; (vi)
costs for space planning of tenant space in the Building; (vii) repairs or other work occasioned by fire,
windstorm or other casualty or damage to the extent Landlord is reimbursed by insurance; (viii) costs
for structural replacements to the steel frame, concrete floors, roof membrane of the Building; (ix)
Building depreciation; (x) interest on debt or amortization payments on any mortgages or deeds of trust
and rent under any ground leases; (xi) advertising and publicity expenditures; (xii) Landlord's reserve
accounts; (xiii) any compensation paid to clerks, attendants or other persons in commercial concessions,
if any, operation of any retail space or similar concessions; (xiv) costs of correcting construction defects
in the Building; (xv) costs of cleaning up or removing asbestos or hazardous materials; and (xvi) capital
improvements, capital repairs, capital equipment, and capital tools, all as determined in accordance with
generally accepted accounting principles. The operating costs shall be normalized to an assumed 100%
occupancy of the Building.
2. Property Tax
Notwithstanding anything to the contrary contained in the Lease, Tenant shall not be liable (directly or
indirectly) for any increase in real property taxes during the term of this Lease (as the same may be
extended from time to time) that results from a change in ownership of the Building or the land upon
which the Building is located.
3. Audit
Tenant shall have the right exercisable within [NUMBER] months after the receipt of any year end
statement that relates to operating costs of the Building to be paid by Tenant to cause the books and
records of Landlord relating to its operation and management of the Building to be audited by a certified
public accountant designated by Tenant, and reasonably acceptable to Landlord, to determine if the
foregoing year-end statements are accurate and correct. Such audit shall be paid for by Tenant, unless
the audit discloses a discrepancy in said statement in favor of Tenant which is greater than [%] of the
amount shown on the year-end statement, in which case the audit shall be paid by Landlord and the
amounts due by Tenant pursuant to this paragraph shall be adjusted accordingly.
4. Condition of the Building
A. Landlord represents that the Premises, at the time of occupation , will be in good and
reasonable condition and that the Premises will be suitable, in all material respects, for
Tenant's use.
B. Landlord represents and warrants to Tenant that the Building does not present a health
hazard to occupants or guests and that the Landlord is in compliance in all material respects
1306
with all laws, regulations, rules, ordinances, and court decrees affecting ownership and
operation of the Building.
C. Landlord shall maintain the Building in good order and condition (except for damage
occasioned by the act of Tenant or employees, licensees or invitees of Tenant, which damage
shall be repaired by Landlord at Tenant's expense) at least comparable to other buildings of
the class and nature of the Building.
D. Landlord shall adequately supply the Premises during reasonable and usual business hours
with (i) electricity for lighting and operation of office machines, (ii) heating, ventilation and
cooling reasonably required for the comfortable occupation of the Premises, (iii) elevator
service, either automatic or with attendants, as Landlord elects, (iv) lighting replacement (for
Landlord's designated Building standard lights), (v) restroom supplies, (vi) window
washing, (vii) security service, (viii) janitor service, (ix) such other services and amenities as
these customarily furnished in comparable buildings in the area.
5. Compliance
Landlord shall, at its sole cost and expense, comply with all laws, statutes, ordinances and governmental
rules or regulations now in force or which may hereafter be in force, insofar as any thereof relate to
Landlord's ownership and operation of the Building.
6. Expansion
Landlord agrees to negotiate in good faith with Tenant with respect to Tenant's needs for additional
expansion space which may from time to time become available in the Building.
7. Casualty
In the event of a fire or other casualty in the Premises, or a fire or other casualty in such portions of the
Building other than the Premises, where Tenant's direct access to the Premises and the use thereof for
the conduct of its business is adversely impaired, Tenant shall promptly give notice thereof in writing to
Landlord (unless Landlord already has notice thereof). The following provisions shall apply to a fire or
other casualty occurring in the Premises and/or the Building:
A. If portions of the Building outside the Premises are damaged or destroyed (whether or not
the Premises are also damaged or destroyed) to such a degree that Tenant's direct access to
the Premises and the use thereof for the conduct of its business are adversely impaired and
1307
sufficient repair can be made to the Building within [NUMBER] days from the date of such
damage or destruction so as to provide Tenant with direct access to the Premises and the use
thereof for the conduct of Tenant's business without significant impairment, Landlord,
subject to the provisions of this paragraph, shall diligently proceed to repair the same and
this Lease shall remain in full force and effect.
B. If Landlord reasonably determines that it cannot complete the repairs provided in

subparagraph (a) and (b) above within the time periods therein provided, Landlord shall
notify Tenant of said effect within [NUMBER] days after the date of such damage and
destruction, and in such event, Tenant may terminate this Lease within [NUMBER] days
after the date of such notice.
C. If this Lease is not terminated pursuant to the terms of this paragraph 6, Landlord shall
diligently proceed to repair and rebuild the Premises and the Building, as necessary, as
permitted by and subject to then applicable law, ordinance and regulation, and this Lease
shall remain in full force and effect; provided that Landlord shall also be required to repair
any injury or damage and to make any repairs or replacements of any improvements installed
in the Premises by or for Tenant.
D. During any period when the Premises are unusable for the conduct of Tenant's ordinary
business operations, and are actually not used by Tenant, provided that the casualty is not
the result of the negligence or willful misconduct of Tenant or Tenant's employees then
during the period the Premises are rendered unusable by such casualty, Tenant shall be
entitled to a reduction in rent in the proportion that the area of the Premises not occupied
by Tenant bears to the total area of the Premises.
8. Permitted Uses
Tenant is permitted to use the Premises for any legal purpose or business.
LANDLORD TENANT
1308
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ADDENDUM TO RENT AGREEMENT
This Addendum to Rent Agreement (the “Agreement”) is made and effective [DATE]
AND: [TENANT NAME] (the "Tenant"), a corporation organized and existing under the laws of the
1. FOR STORAGE ROOM
That for the consideration of rent payments and covenants adherence on the part of the Tenant, the
Owner rents to the Tenant, and the Tenant hires from the Owner, the storage room known as
[DESCRIBE] at [ADDRESS], [CITY/STATE]. Rent is due in advance on the first (1st) day of each
month and every month at [AMOUNT] per month beginning the first (1st) day of [MONTH]. If the
first month's rental is adjusted, the rental sum of [AMOUNT] has been received by Owner for the
period of [DATE] to [DATE]. The Tenant further agrees if monthly rent is not received on the first
(1st) of the month, the Tenant will pay a fee of [AMOUNT] of rent to help defray the cost of collection.
[AMOUNT] has been deposited as additional security by Tenant, which will become part of the total
security for all agreements.
2. FOR RESERVED PARKING SPACE

Owner rents to the Tenant, and the Tenant hires from the Owner, the reserved parking space known as
[DESCRIBE] at [ADDRESS], [CITY/ST/ZIP]. Rent is due in advance on the first (1st) day of each
THIS PARKING SPACE AND/OR STORAGE ROOM IS SUBJECT TO THE COVENANTS

AND OBLIGATIONS PROVIDED IN THE RENT AGREEMENT, ADDENDUM RELATING
TO RENT, AND RULES AND REGULATIONS, ALL AS IF THIS ADDENDUM WAS
INCLUDED THEREIN.
1310
LANDLORD TENANT
1311
AGREEMENT FOR PERMISSION TO SUBLET
This is an Agreement for Permission to Sublet (the “Agreement”) effective [DATE],
BETWEEN: [LANDLORD NAME] (the "Landlord"), a corporation organized and existing under
RECITALS
This Agreement is in regards with the premises of Landlord located at [address of premises] and leased
to Tenant under a lease dated [enter date of lease], the term of which is to expire [enter date of lease
expiration].
Now, therefore, it is agreed as follows:
1. PERMISSION TO SUBLET
A. Permission is hereby granted to Tenant to sublease the premises described above for a term
of [lease term] beginning [date lease is beginning] and ending [date lease is ending].
B. Any and all subtenants shall be required to conform to all obligations and covenants of the
Tenant as set forth in the above-described lease, all provisions of said lease remaining in full
force and effect for the entire term of the sublease.
C. Any and all adult subtenants shall be required to complete the Landlord's standard rental
application and must meet the usual character, employment and credit requirements for
tenancy.
In the event legal action is required to enforce any provision of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney's fees and costs.
3. NOT A RELEASE TO LEASE
1312
This permission to sublease in no way releases the above-named Tenant from any obligation,
responsibility or duty of a Tenant as set forth in the above-described lease.
LANDLORD TENANT
1313
AGREEMENT TO CANCEL LEASE
This Agreement to Cancel Lease (the “Agreement”) is made and effective [DATE],
Whereas the Landlord and the Tenant executed a lease dated [DATE] (the "Lease") of certain premises
located at [ADDRESS] (the "Premises") but the parties now wish to cancel the Lease;
TERMS
1. In return for the Tenant vacating the Premises on or before [DATE] (the "Termination Date"),
the Lease is cancelled effective that date and the parties will have no further obligation to each
other under the Lease.
2. Nothing in this agreement operates to discharge obligations and liabilities accrued under the
Lease up to the date of its cancellation.
3. If the Tenant does not vacate the Premises on or before the Termination Date, this agreement
is null and void.
LANDLORD TENANT
1314
1315
AGREEMENT TO LEASE
This is an Agreement to Lease (the “Agreement”) effective [DATE],
TERMS
It is agreed that:
1. Lessor does hereby agree to grant, demise and let and Lessee does hereby agree to take premises
situated in [CITY, STATE/PROVINCE] at [ADDRESS] and described as [DESCRIBE] with
appurtenances, from Start Date [DATE] to Ending Date [DATE], at the rent or sum of
[AMOUNT], to be paid as follows:
[ENTER LEASE TERMS]
2. The parties here shall execute the lease herein provided for on[DATE].
3. The Lessor shall [Enter any utilities and/or maintenance paid by Lessor].
4. The Lessee shall [Enter any utilities and/or maintenance paid by LessEE].
5. In the event that the Lease herein provided for shall be executed, then and in such case the Lessor
shall give, and the Lessee shall take possession of said premises on [DATE OF POSSESSION]
and the rent shall commence and be payable from said last mentioned date.
6. In the event either party hereto shall neglect, refuse or in any way fail to execute the Lease herein
provided or at said time and place, then the party in default shall pay to the other party the sum
of [AMOUNT] as liquidated damages and not as a penalty.
1316
7. The Lease shall contain the following provisions [Enter PROVISIONS].
8. These presents shall operate only as an agreement to lease, and not as a lease.
LESSOR LESSEE
1317
AGREEMENT TO RESCIND CONTRACT OF SALE
This Agreement to Rescind Contract of Sale (the “Agreement”) is a made and effective [DATE],
AND: [PURCHASER NAME] (the "Purchaser"), a corporation organized and existing under the
TERMS
1. The contract of sale of real property located in [city], [state/province], and described as:
[set forth legal description], which contract was executed on [date] by the undersigned as seller and
purchaser, respectively, is hereby by mutual agreement of the parties, rescinded and terminated.
2. Seller waives and releases all right and claim against purchaser, and purchaser waives and releases
all right against seller and all right, title, and interest in the described real property.
3. The deposit previously made by purchaser shall be [returned in its entirety to purchaser or
retained by seller or as the case may be].
4. The escrow costs and charges incurred to date shall be [borne and paid equally by the parties or
as the case may be].
Executed in duplicate at [designate place of execution].
SELLER PURCHASER
1318
1319
AMENDMENT TO LEASE
This Amendment to that certain Lease dated [DATE] (the “Amendment”) is made and effective
[DATE],
RECITALS
WHEREAS, the parties wish to amend certain terms of the Lease; and
WHEREAS, certain capitalized terms not otherwise defined herein are defined in the Lease;
1. Rent Change
Section [NUMBER] of the Lease is hereby amended to provide monthly rent, effective as of [DATE],
shall be [AMOUNT].
2. Other Changes
The Lease is hereby amended in the following additional manner:
[DESCRIBE]
3. Entire Agreement
This Amendment, together with the Lease, constitutes the final, complete and exclusive statement of
the agreement between the parties pertaining to their subject matter and supersedes any and all prior
and contemporaneous understandings or agreements of the parties.
1320
4. Modification
5. Inconsistency
In the event of any conflict between this Amendment and the Lease, the terms of this Amendment shall
govern.
6. Lease Continuance
Except with respect to the changes effected by this Amendment, the Lease continues to remain in full
force and effect.
LESSOR LESSEE
1321
APPLICATION FOR ZONING VARIANCE
This Application for Zoning Variance (the “Agreement”) is made and effective [DATE],
BETWEEN: [Board of Zoning or Board of Adjustment] (the "Board"), a corporation organized

AND: [APPLICANT NAME] (the "Applicant"), a corporation organized and existing under the laws
1. Statement of Ownership and Interest
a. The Applicant is the owner of property situated at [address].
b. The legal description of the property is as follows: [DESCRIBE].
c. The applicant(s) acquired the above-described property on [date].
2. Request
The Applicant requests the following variance(s):
a. Section(s) of Zoning Ordinance concerned: [IDENTIFY].
b. Description and purpose of use restriction(s) sought to be varied: [for example: Reduction
in front set-back requirements from 40 feet to 30 feet].
c. Statement of variance sought: [for example: To obtain a waiver of the uses permitted in
residential zone R-1 by permitting three-family occupancy of the subject property].
3. Reasons for Request
a. The strict application of the above-referenced provisions of the Zoning Ordinance would
result in practical difficulties or unnecessary hardship inconsistent with the general purpose
and intent of the Zoning Ordinance of the City of [CITY].
1322
b. The exceptional or extraordinary circumstances or conditions applying to the property
involved or intended use of the property involved or intended development of the property
involved that do not apply generally to other properties or uses in the same zoning district
or neighborhood are [specify].
c. The granting of the variance(s) sought will not be a substantial detriment to the public
interest or to the property or improvements in the zoning district concerned, and will not
materially impair the purpose of the Zoning Ordinance of the City of [CITY] because
[specify].
d. Section of Zoning Ordinance proposed for amendment: [IDENTIFY].
e. Proposed amendatory wording: [DESCRIBE].
f. Circumstances or changed conditions that justify the proposed amendment: [DESCRIBE].
g. The proposed amendment will clarify or improve the ordinance for the following reason(s):
[DESCRIBE].
BOARD APPLICANT
1323
ASSIGNMENT OF LEASE
This Assignment of Lease (the “Agreement”) is made and effective [DATE],
RECITALS
A. Assignor, as lessee, has executed that certain Lease, dated [DATE] (the “Lease”), covering those
certain premises and related improvements described on Exhibit A attached hereto (the
“Premises”).
B. Assignor desires to assign its rights as lessee in the Lease to Assignee, and Assignee desires to
accept the assignment of the Lease and to assume the obligations of Assignor under the Lease,
on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and conditions contained in this Agreement,
Assignor and Assignee hereby agree as follows:
1. Assignment and Assumption of Lease
Subject to the provisions of this Agreement, Assignor does hereby assign, transfer, set over and deliver
to Assignee all of its right, title and interest in and to the Lease, and by accepting this assignment and by
the execution of this Agreement, Assignee hereby assumes the payment and performance of, and agrees
to pay, perform and discharge, as a direct obligation of Assignee, all of Assignor’s duties and other
obligations under the terms, covenants and conditions of the Lease, including, without limitation, the
payment of rent and compliance with all terms, covenants and conditions of the Lease. Except as
otherwise expressly provided in this Agreement, all the terms, covenants and conditions of the Lease
remain in full force and effect as applied to Assignee.
2. Restrictions
The assignment of the Lease is made subject, subordinate and inferior to any easements, covenants and
other matters and exceptions of record or apparent as of the date of this Agreement.
3. Security Deposit
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Upon the execution of this Agreement, Assignee shall pay to Assignor [AMOUNT], which is the
amount of the security deposit held by the lessor pursuant to the Lease.
4. CONDITIONS OF THE PREMISES
“AS IS” ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF,

THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, ASSIGNOR IS ASSIGNING
THE LEASE AND DELIVERING THE PREMISES “AS IS, WHERE IS” AND IN ITS PRESENT
CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
STATUS, NATURE, QUALITY OR CONDITION OF THE LEASE OR THE LEASED
PREMISES.
5. Indemnification
Assignee hereby agrees to indemnify, defend and hold harmless Assignor from any and all costs,
liabilities, losses, damages, expenses, liens or claims (including, without limitation, reasonable attorneys’
fees and costs) arising out of or relating in any way to the Lease except to the extent they arise from any
failure by Assignor to perform its duties or other obligations under the terms, covenants and conditions
of the Lease prior to the Effective Date.
Assignee further agrees to protect, indemnify and hold harmless Assignor and its officers, employees,
representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents,
affiliates, benefit plans, successors, heirs and assigns from and against any and all costs, liabilities, losses,
damages, expenses, liens or claims (including, without limitation, reasonable attorneys’ fees and costs)
directly or indirectly arising out of or attributable to the acts or omissions of Assignee or its agents,
contractors, servants or employees with respect to Premises or any activities thereon. This indemnity
shall survive the termination of the Lease and this Agreement.
6. RELATIONSHIP OF THE PARTIES
The relationship of the parties hereto is solely that of Assignor and Assignee with respect to the Premises
and no joint venture or other partnership exists between the parties hereto. Neither party has any
fiduciary relationship hereunder to the other.
1325
7. Notice
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered
(a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a
commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices
shall be addressed to addresses contained in this Agreement or to such other address as either party may
from time to time specify in writing to the other party. Any notice shall be effective only upon delivery,
which for any notice given by facsimile shall mean notice which has been received by the party to whom
it is sent as evidenced by confirmation slip.
8. Entire Agreement
This Agreement constitutes the entire agreement of the parties pertaining to its subject matter and
supersedes any prior or contemporaneous negotiations, representations, agreements and
understandings of the parties with respect to such matters, whether written or oral. The parties
acknowledge that they have not relied on any promise, representation or warranty, expressed or implied,
not contained in this Agreement. As between Assignor and Assignee, in the event of any conflict or
discrepancy between the Lease and this Agreement, the provisions of this Agreement shall control.
9. Interpretation; Amendment
In interpreting the language of this Agreement, all parties to this Agreement shall be treated as having
drafted this Agreement after meaningful negotiations. The language in this Agreement shall be
construed as to its fair meaning and not strictly for or against either party. This Agreement may be
modified only by a writing signed by each party.
If any party hereto fails to perform any of its obligations under this Agreement or if a dispute arises
between the parties hereto concerning the meaning or interpretation of any provision of this Agreement,
and an action is filed, the prevailing party in any such action shall be entitled to recover from the other
party, in addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees
and disbursements, including such incurred in connection with any appeal.
11. Counterparts
This Agreement may be signed in counterparts and all counterparts so executed shall constitute one
contract, binding on the all parties hereto, even though all parties are not signatory to the same
counterpart.
1326
12. Binding Effect
This Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns.
13. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of
[STATE/PROVINCE].
LESSOR LESSEE
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EXHIBIT A
[ DESCRIPTION OF PREMISES ]
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BUYER'S PROPERTY INSPECTION REPORT
Estimated
Satisfactory To Change
Cost
Grounds
Landscaping
Sewers or Septic Tank
Sprinklers
Other
Building
Roof
Chimney
Foundation
Wood Exteriors
Other
Heating & Air Conditioning Systems
Furnace
Air Conditioning
Water Heater
Other
Built-In Appliances & Equipment
Alarm System
Ovens
Burners
Disposal
Smoke Detectors
Intercom
Phone Connections
Other
Electrical Systems
Interior Lighting
Exterior Lighting
Other
Plumbing
Bathrooms
Kitchen
Laundry
Other
Glass
Windows
Glass Doors
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Other
TOTAL
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CHECKLIST F OR OFFICE LEASES y
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❑ Nature and duration of the lease t
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❑ Determine the term of the lease, and when the lessee is entitled to possession. n
❑ Is the lease to be a net lease? v
❑ What are the duties of the lessor? i
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❑ Competition o
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❑ Are the restrictions reasonable? C
❑ What rights does the lessee have in the event the lessor violates any restrictive covenant, o
thereby reducing the value of the lease to the lessee? r
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❑ Space r
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❑ What is the rentable and usable square footage? t
❑ Is rent based on usable or rentable square footage? i
❑ Verify square footage number provided by the landlord. o
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❑ Permitted Uses of the Premises 2
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❑ What uses of the premises are permitted? 0
❑ Is the permitted use clause broad enough for possible changes in the business? 2
❑ Is the permitted use clause broad enough for potential assignments or subleases? .
❑ Can the use clause be drafted to include “any lawful purposes”? A
❑ Can uses be changed with landlord’s consent, which consent can’t be unreasonably l
withheld or delayed? l
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❑ Primary lease term g
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❑ What is the commencement date of the lease?
❑ What happens if the space is not ready on the commencement date? Is there rent abatement,
monetary damages, right to cancel the lease, or other remedies specified?
❑ What is the termination date?
❑ Does the landlord have the right to terminate early without cause?
❑ Does the tenant have the right to terminate early by payment of a fee?
❑ Rentals
❑ What is the base rent for the primary term?

❑ Are there escalation clauses?
❑ Determine whether the escalation is keyed to actual increases in operating
❑ Are there cost of living increases?
❑ Is there a cap on any rent increases?
❑ Is there a reasonable grace period and written notice before a late charge is imposed?
❑ Common area maintenance and Operating costs
❑ What does the tenant have to contribute for common area maintenance, ventilating,
heating, air conditioning, and other building operation costs?
❑ Is there a cap?
❑ Can the amount be increased each year?
❑ Real estate taxes and other impositions:
❑ Does the tenant have to pay a portion of the real estate taxes?
❑ What increases over base year are allowed?
❑ Is there a cap on tax increases?
❑ Does the tenant have to pay increased taxes that may occur on sale of the building?
❑ Are there any special provisions or exceptions on the payment of these expenses?
❑ When is payment due?
❑ What detailed reports does the landlord have to provide the tenant showing the actual
expenses?
❑ What audit rights does the tenant have to review the landlord’s books and records?
❑ Are there provisions made for weekend and holiday service? What are the charges?
❑ Does the tenant have a remedy for service interruption?
❑ Tenant Improvements
❑ What tenant improvements will be necessary?
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❑ What is the cost?
❑ How much time will it take to complete the tenant improvements?
❑ Will the landlord contribute to the cost for the tenant improvements?
❑ What approvals will be necessary?
❑ What permits will be necessary?
❑ Does the landlord or the tenant own any improvements?
❑ Repairs and replacements
❑ What responsibility does the tenant have for repairs or replacements?

❑ What responsibility does the landlord have for repairs or replacements?
❑ At the end of the tenancy, is tenant’s obligation to return the premises in same condition
at the beginning of tenancy, excluding (1) ordinary wear and tear, (2) damage by fire and
other unavoidable casualty, and (3) alterations previously approved by landlord?
❑ Utilities
❑ Direct supply or individually metered?

❑ Method of computing payment?
1.
❑ Assignment and subletting
❑ Is the landlord’s written approval required?

❑ What standard is there for approval? absolute discretion? reasonable approval?
❑ Does the landlord have the right to cancel lease if notified by assignment of sublease?
❑ If the assignment or sublet is at a higher price than the base rent, who keeps the excess?
❑ Can the lease be assigned to affiliates of the tenant without landlord approval?
❑ Can the landlord terminate the lease if the stock ownership of the tenant changes?
❑ Subordination and attornment
❑ All present or future mortgages?

❑ Execution of estoppel certificates required?
❑ Tenant agrees to attorn to landlord’s successor in interest?
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❑ Destruction
❑ Is there a right of cancellation for the tenant in the event of destruction?

❑ What obligation does the landlord have to rebuild?
❑ Does the tenant share in any proceeds from insurance?
❑ Indemnity and Disclaimer
❑ Indemnity mutual or tenant only?

❑ Waiver of claims mutual or tenant only?
❑ Waiver of subrogation?
❑ Landlord liability limited to interest in property?
❑ Default
❑ Does the tenant have a cure period after notice of a breach?

❑ What remedies are available for breach?
2.
3.
❑ Landlord’s warranties
❑ First class services?

❑ Security building?
❑ Ownership of building?
4.
❑ Option to renew
❑ Does the tenant have the option to renew the lease?

❑ How long is the renewal option?
❑ How far in advance must the option be exercised?
❑ How is rent determined for the renewal period?
❑ Right of first refusal or first offer for additional space
❑ What is the scope of any right of first offer or first refusal?

❑ How is rent determined?
❑ How long does the tenant have before exercising the right?
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❑ Security deposit
❑ What is the amount? Can it be a letter of credit?

❑ Is there interest on the security deposit?
❑ Does the lease provide for the return of the tenant’s security deposit within a set number
of days after termination of the lease?
❑ Guaranty
❑ Is a personal guarantee required?

❑ When does the guarantee terminate?
❑ Mortgages
Can any mortgages adversely affect the tenant’s rights if foreclosed upon?
❑ Free rent
❑ Will the landlord grant a free rent period?

❑ When does it have to be returned (e.g., on breach of lease)?
❑ Compliance With Law
❑ Does landlord warrant that the premises are in compliance with applicable law?
❑ If tenant is obligated to comply with applicable law, does it exclude matters that should
more properly be the responsibility of the landlord (e.g., asbestos problems, disability
access)?
❑ Is landlord obligated to comply with all laws applicable to its control of the building?
❑ Insurance
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❑ What insurance is the tenant required to maintain?
❑ What insurance is the landlord required to maintain?
❑ Has the tenant’s insurance agent reviewed the insurance requirements in the lease?
❑ Rules and Regulations for the Building
❑ Are there specific rules and regulations in existence?

❑ Can the rules be changed without approval of tenant?
❑ Is the landlord required to enforce the rules and regulations against other tenants?
❑ Are there any rules that interfere with the expected operations of the tenant?
❑ Rights of Entry
❑ Except of emergencies, what notice must landlord give for entry into tenant’s premises?
❑ Are there any restrictions on landlord interfering with tenant’s business in showing the
premises to buyers, lenders or prospective tenants?
❑ Signage
What signage is the tenant allowed to put in or about the building and premises?
❑ Parking
❑ How many parking spaces will be available to the tenant? At what cost?
❑ Subletting
❑ Is the lessee entitled to sublease the property or to assign the lease?

❑ What is required before the lessee may sublease?
❑ Work letter
Space is rarely taken by tenants in ``as is'' condition, whether the building is new or old. The fitting out
of the premises to mutually agreed specifications is accomplished by a work letter – a contract between
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the landlord and tenant describing what is to be built, who pays for it and how, what the schedule for
completion is, who is responsible for delays and cost overrun and more.
❑ Zoning
❑ What zoning applies to the building, and is lessee's intended use permitted?
❑ Are there covenants or restrictions on the property? Easements?
❑ How about easements the lessee must have on adjacent property in order to fully utilize
the leased property?
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CHECKLIST FOR REAL ESTATE CONTRACT
CLAUSES
This Checklist addresses some of the most common issues that occur when a real estate agreement is
being negotiated. After reviewing it, you should be in good position to understand what to look for in
any real estate contract. Of course, before signing any legal document, make sure that you have your
attorney review it.
PURCHASER FINANCING CONDITIONS
This agreement is conditional in favor of the purchaser on the purchaser arranging adequate financing
to complete the purchase on acceptable terms to the purchaser.
This agreement is conditional on the purchaser notifying the vendor in writing within [NUMBER] days
of the date of this agreement that the purchaser has arranged adequate financing to complete the
purchase on acceptable terms to the purchaser; failing such notice, this agreement is automatically void
and the vendor shall immediately return any deposit paid by the purchaser without interest or
deduction.
PURCHASER INSPECTION CONDITION
of the date of this agreement that the purchaser has obtain an inspection report satisfactory to the
purchaser from a person chosen by the purchaser as to the condition of the building(s) on the subject
property; failing such notice, this agreement is automatically void and the vendor shall immediately
return any deposit paid by the purchaser without interest or deduction.
PURCHASER HOME SALE CONDITION
of the date of this agreement that the purchaser has entered into a binding agreement for the sale of the
purchaser's property at [ADDRESS]; failing such notice, this agreement is automatically void and the
vendor shall immediately return any deposit paid by the purchaser without interest or deduction. While
the agreement is subject to this condition, the vendor may continue to advertise the subject property for
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sale and may require the purchaser by notice in writing to deliver a written waiver of this condition to
the vendor within two days of the date of receipt of the notice; failing such delivery, this agreement is
automatically void and the vendor shall immediately return any deposit paid by the purchaser without
interest or deduction.
UNSPECIFIED PURCHASER CONDITION
of the date of this agreement that [DESCRIBE CONDITION TO BE FULFILLED]; failing such
notice, this agreement is automatically void and the vendor shall immediately return any deposit paid by
the purchaser without interest or deduction.
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VENDOR HOME PURCHASE CONDITION
This agreement is conditional on the vendor notifying the purchaser in writing within [NUMBER] days
of the date of this agreement that the vendor has entered into a binding agreement to purchase another
home; failing such notice, this agreement is automatically void and the vendor shall immediately return
any deposit paid by the purchaser without interest or deduction.
UNSPECIFIED VENDOR CONDITION
VENDOR MORTGAGE TAKE-BACK
The vendor agrees to take a [first, second, etc.] mortgage back as part of the purchase price payable on
closing in the principal amount of [AMOUNT] accruing interest at the rate of [%] per annum,
calculated semi-annually not in advance and amortized over [NUMBER] years for an actual term of
[NUMBER] years, repayable in blended monthly payments of principal and interest of [AMOUNT].
The mortgage back shall be prepayable in full or in part at any time or from time to time without penalty
or bonus.
VENDOR SURVEY
The vendor shall supply the purchaser with an up-to-date survey of the subject property, showing its lot
lines in relation to neighboring properties and the location of any buildings and other structures on the
subject property in relation to the lot lines, prepared by a qualified land surveyor and acceptable to the
purchaser's mortgagee, within a reasonable time before closing.
NON-MERGING OUTSTANDING WORK COVENANTS
The vendor agrees to perform the work detailed in Schedule A before closing. This covenant is a
condition of closing in favor of the purchaser but, at the option of the purchaser, also operates as a non-
merging warranty surviving closing entitling the purchaser to sue the vendor for damages for breach of
contract.
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EXTENSION OPTION
The [VENDOR/PURCHASER] has the option, exercisable by notice in writing to the

[PURCHASER/VENDOR] at least five clear days before the originally scheduled closing date of this
transaction, of extending the closing date by no more than [NUMBER] days.
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CONSENT BY LESSOR TO: ASSIGNMENT OF LEASE
This Consent by Lessor to Assignment of Lease (the “Consent”) effective [DATE],
AND: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under the laws
RECITALS
A. Assignor, as lessee, and Lessor have executed that certain Lease, dated [DATE] (the “Lease”),
covering those certain premises and related improvements described on Exhibit A attached
hereto (the “Premises”).
B. Assignor desires to assign its rights as lessee in the Lease to Assignee and Assignee desires to
and Lessor is willing to consent to such assignment and assumption on the terms and conditions
set forth in this Consent.
NOW, THEREFORE, in consideration of the payment by Assignor of [AMOUNT], payable on or

before [DATE], the parties hereby agrees as follows:
1. Consent to Assignment
Lessor hereby consents to the assignment of the Lease to Assignee on the terms and conditions of the
Assignment of Lease of even date herewith delivered to Lessor. Lessor’s consent to the assignment of the
Lease to Assignee shall not be deemed to be a consent to any other or subsequent assignment.
2. Release
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Lessor, on behalf of itself and its representatives, agents, heirs and assigns, release and discharge Assignor,
Assignor’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys,
directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and
assigns from any and all claims, liabilities or obligations of every kind and nature, whether now known
or unknown, suspected or unsuspected, which Lessor ever had or now have against any of them. The
released claims include without limitation any claims arising out of or related to the Lease and/or any of
the conditions, events, transactions or series of transactions related thereto. The released claims also
specifically include all claims arising under any federal, state or local law or statute; the law of contract
and tort; and any claim for attorneys’ fees.
3. Waiver of Unknown Claims
Lessor acknowledges that there may exist claims or facts in addition to or different from those which are
now known or believed by it to exist and represent that, by means of the release set forth in Article 2
above, it is nonetheless their intention to fully settle and release all such claims, whether known or
unknown.
Lessor agrees never to commence or prosecute any action against Assignor or any of the other parties
identified in Article 2 above based in whole or in part upon any of the claims described in Article 2
above.
4. Entire Agreement
This Consent constitutes the entire agreement of Lessor and Assignor pertaining to its subject matter
and supersedes any prior or contemporaneous negotiations, representations, agreements and
not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the
parties to any term or condition contrary to or in addition to the terms and conditions contained in this
Consent.
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In interpreting the language of this Consent, the Lessor and Assignor shall be treated as having drafted
this Consent after meaningful negotiations. The language in this Agreement shall be construed as to its
fair meaning and not strictly for or against either party. This Consent may be modified only by a writing
signed by Lessor and Assignor.
If any party hereto fails to perform any of its obligations under this Consent or if a dispute arises between
the parties hereto concerning the meaning or interpretation of any provision of this Consent, and an
action is filed, the prevailing party in any such action shall be entitled to recover from the other party, in
addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees and
disbursements, including such incurred in connection with any appeal.
7. Counterparts
This Consent may be signed in counterparts and all counterparts so executed shall constitute one
counterpart.
8. Binding Effect
This Consent shall be binding on Lessor, and inure to the benefit of Assignor and its respective heirs,
executors, administrators, successors in interest and assigns.
9. Governing Law
This Consent is governed by and construed in accordance with the laws of the State of
[STATE/PROVINCE].
LESSOR LESSEE
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EXHIBIT A
[ DESCRIPTION OF PREMISES ] ©
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CONSENT BY LESSOR TO SUBLEASE y
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This Consent by Landlord to Sublease (the “Consent”) is made and effective [DATE], h
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BETWEEN: [LANDLORD NAME] (the "Landlord"), a corporation organized and existing under n
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AND: [TENANT NAME] (the "Tenant"), a corporation organized and existing under the laws of the i
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RECITALS r
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A. Tenant, as Tenant under the Lease, and Landlord have executed that certain Lease dated o
[DATE] (the “Master Lease”), covering those certain premises and related improvements r
described in the attached Exhibit “A” (the “Premises”). a
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B. Tenant desires to sublease [all] [a portion] of the Premises to [NAME] (“Subtenant”) and i
Subtenant desires to accept a sublease in the form attached as Exhibit “B” (the “Sublease”). o
Landlord is willing to consent to the Sublease on the terms and conditions set forth in this n
Consent. .
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NOW, THEREFORE, in consideration of the payment by Tenant of [AMOUNT], payable on or 0
before [DATE] to Landlord, the parties agree as follows: 0
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1. Consent to Sublease A
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Landlord hereby consents to the Sublease and the transactions contemplated thereby. Landlord’s
consent to the Sublease shall not be deemed to be a consent to (i) any further or other subleasing of the
Subleased Premises, (ii) any subleasing of any other portion of the Premises, or (iii) the subleasing of any
portion of the Premises to any other subtenant or on any other or different terms than those stated in
the Sublease. Tenant shall provide Landlord with a fully-executed copy of the Sublease promptly after
execution.
2. Continuing Liability
Tenant acknowledges that (i) Tenant shall remain primarily liable for, and shall not be released from,
the full and faithful performance of all terms and conditions of the Master Lease, notwithstanding the
existence of (and Landlord’s consent to) the Sublease, or any breach committed by Subtenant under the
Sublease, and (ii) Landlord shall be entitled to pursue all remedies available in the event of Tenant’s
breach of the Master Lease, without regard to the performance or nonperformance of the terms of the
Sublease by Subtenant.
3. Monthly Basic Rent
Landlord and Tenant acknowledge and agree that the Monthly Basic Rent due from Subtenant under ©
the Sublease [AMOUNT] does not exceed the Monthly Basic Rent due from Tenant under the Master C
Lease. o
4. Entire Agreement p
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This Consent constitutes the entire agreement of Landlord and Tenant pertaining to its subject matter r
and supersedes any prior or contemporaneous negotiations, representations, agreements and i
understandings of the parties with respect to such matters, whether oral or written. The Parties g
acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, h
not contained in this Consent. t
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5. Interpretation; Amendment v
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In interpreting the language of this Consent, Landlord and Tenant shall be treated as having drafted this s
Consent after meaningful negotiations. The language in this Agreement shall be construed as to its fair i
meaning and not strictly for or against either Party. This Consent may be modified only by a writing o
signed by Landlord and Tenant. n
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If any Party hereto fails to perform any of its obligations under this Consent or if a dispute arises between
the Parties hereto concerning the meaning or interpretation of any provisions of this Consent, and an
disbursements, including such fees and disbursements incurred in connection with any appeal.
7. Counterparts
contract, binding on all parties hereto.
8. Binding Effect
This Consent shall be binding on Landlord, and inure to the benefit of Tenant and its respective heirs,
9. Governing Law
[STAE/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day and year first
written above.
LESSOR LESSEE

EXHIBIT A
THE PREMISES
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EXHIBIT B
THE SUBLEASE
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CONTRACT OF SALE OF COMMERCIAL PROPERTY
This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],
RECITALS
In consideration of the covenants and agreements of the respective parties, as set forth below, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real
property situated in [city], [state], and particularly described as follows:
together with all improvements on the property and appurtenances to it, and the articles of equipment
and other personal property listed in Exhibit A, which is attached and incorporated by reference. The
real and personal property described above is referred to as property.
Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads,
and avenues adjoining the real property, and shall further include any award for damaging or taking by
eminent domain by public or quasi-public authority, of the real property or any part of it.
1. PRICE
The purchase price for property is [AMOUNT], payable as follows:
[describe terms].
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2. TITLE; TENANCIES
A. Conveyance of title to property shall be by warranty deed with full covenants, executed by
Seller [if appropriate, add: accompanied by a duly certified resolution of the board of
directors of Seller, authorizing the conveyance], to Purchaser or Purchaser’s nominees. Title
to be conveyed shall be good and marketable, subject only to [specify acceptable liens,
encumbrances, restrictions, easements and other burdens].
B. Property is presently occupied by [number] tenants under month-to-month tenancies or

leases, as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer
of title and possession to property shall be subject to those tenancies, but all right, title and
interest of Seller in property shall be transferred to Purchaser or its nominees at the time of
conveyance of title.
C. Conveyance of title shall be made and sale closed within [number] days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by [name
of title company], insuring title to property to be in Purchaser or its nominees, subject only
to the matters set forth in this agreement
3. ASSESSMENTS
If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of transfer
shall nevertheless be deemed to be due and payable at such time and as liens on the real property
described above, and all such assessments shall be paid and discharged by Seller.
4. ESCROW; PRO-RATION
A. Escrow shall be opened with [name of escrow company]. Such instructions as the escrow
company may require, not inconsistent with the provisions of this agreement, shall be signed
and filed by the parties.
B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due
but not delinquent, prepaid insurance premiums [add other items, as appropriate].
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C. Escrow shall close when the escrow company is in a position to record all documents
required under this agreement, make all disbursements, and [issue or secure] a title insurance
policy.
5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
A. Risk of loss or damage by fire or other casualty to property or any part of property prior to
close of escrow shall be the risk of Seller. In the event of such loss or damage prior to closing,
this agreement shall not be affected but Seller shall assign to Purchaser all rights under any
insurance policy or policies applicable to the loss. If action is necessary to recover under any
casualty policy, Seller shall grant permission to bring the action in Seller’s name.
B. Improvements and personal property described above shall be maintained in their present
condition prior to the close of escrow by Seller, wear from normal and reasonable use and
deterioration excepted.
C. Possession of property, subject to the leases and tenancies referred to above, shall be
transferred at close of escrow.
6. COMMERCIAL ZONING
Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and
within such zoning. Purchaser plans the use of property for [describe purposes]. Purchaser intends to
apply for a [building permit or as the case may be] for such additional use, and for appropriate
amendments to the existing zoning plan for the area in which property is located. Seller will cooperate
fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed with the
described project because of any adverse decision of [city], or any board, commission, or officer of [city],
Purchaser shall [state agreed remedy, such as: remit [AMOUNT of the purchase price by crediting that
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amount on the purchase-money mortgage to be executed by Purchaser in favor of Seller].
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7. BROKER’S COMMISSION
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A commission of [AMOUNT] has become due from Seller to [name of broker] by reason of the sale
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provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from
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cash payable on close to Seller.
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8. SURVEY
Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver
to Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all
improvements upon the Property.
9. EXAMINATION OF TITLE AND TIME OF CLOSING
If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the
Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be
closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney,
on or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any
defect or condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify
the Seller of such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall
have [NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after
delivery of acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller
agrees to pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties
otherwise agree. If Seller is unable to convey to Buyer a good and insurable title to the Property, the
Buyer shall have the right to demand all sums deposited by Buyer and held by or for the Seller. At the
same time, Buyer shall return to Seller all items, if any, received from Seller, whereupon all rights and
liabilities of the parties to this contract shall cease. However, the Buyer shall have the right to accept such
title as Seller may be able to convey and to close this sale upon the other terms as set forth in this contract.
10. DEFAULT BY BUYER
If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may
retain, as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is
Seller’s exclusive remedy.
11. DEFAULT BY SELLER
If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be
returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the
breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are
cumulative and not exclusive of one another, and all other remedies shall be available in either law or
equity to Buyer for Seller’s breach hereof.
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12. ATTORNEY FEES AND COSTS
If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing
party shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney's
fees and court costs.
13. CONDITION OF THE PROPERTY
Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted,
and further certifies and represents that Seller knows of no latent defect in the Property. All heating,
cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time
of closing. Seller represents and warrants that the personal property conveyed with the premises shall be
the same property inspected by Buyer and that no substitutions will be made without the Buyer’s
written consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or
structural member of all improvements located upon the Property. If any such system, appliance, roof,
foundation, or structural member shall be found defective, Buyer shall notify Seller at or before closing
and Seller shall thereupon remedy the defect forthwith at its sole expense (in which case the time for
closing shall be reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total
purchase price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in
such defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect
to terminate this contract and receive the full refund of all deposits and other sums tendered hereunder.
In addition, Seller agrees to remove all debris from the Property by date of possession.
14. OCCUPANCY
Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein. Seller
represents that there are no persons occupying the Property. Seller agrees to provide true and accurate
copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this contract.
Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to pay rent
to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls and other
income and expense data provided to Buyer are complete and accurate, all of which must be acceptable
to Buyer.
15. NOTICES
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Any notices required to be given herein shall be sent to the parties listed below at their respective
addresses either by personal delivery or by certified mail - return receipt requested. Such notice shall be
effective upon delivery or mailing.
16. BINDING EFFECT OF AGREEMENT
This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties,
and their respective heirs, personal representatives, successors and assigns. Unless the agreement
otherwise requires, the covenants of this agreement shall survive the transfer of title.
[Number] duplicate originals of the agreement have been signed.
SELLER PURCHASER
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EXHIBIT A
IMPROVEMENTS, APPURTENANCES AND ©

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EQUIPMENT o
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ESCROW AGREEMENT y
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This Escrow Agreement (the "Agreement") is made and effective the [DATE], g
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BETWEEN: [SELLER NAME] (the "Seller"), a corporation organized and existing under the laws E
v
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s
AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the i
n
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AND: [ESCROW AGENT NAME] (the "Escrow Agent"), a corporation organized and existing r
under the laws of the [STATE/PROVINCE], with its head office located at: p
o
r
RECITALS a
t
Simultaneously with the making of this Agreement, Seller and Buyer have entered into a contract (the i
“Contract”) by which Seller will sell to Buyer the following property: o
n
[Description of Property being Sold] .
2
0
1. DATE OF CLOSING 0
2
The closing will take place on [Date of Closing], at [Time of Closing] at the offices of [Name of the .
Office where Closing is taking place], located at [Address of the Office], or at such other time and place A
as Seller and Buyer may jointly designate in writing. Pursuant to the Contract, Buyer must deposit l
[Down Payment Amount] as a down payment to be held in escrow by the Escrow Agent. l
r
1356 i
g
h
t
2. PAYMENT TERMS
If the closing takes place under the Contract, Escrow Agent at the time of closing shall pay the amount
deposited with Agent to Seller or in accordance with Seller's written instructions. Escrow Agent shall
make simultaneous transfer of the said property to the Buyer. If no closing takes place under the
Contract, Escrow Agent shall continue to hold the amount deposited until receipt of written
authorization for its disposition signed by both Buyer and Seller. If there is any dispute as to whom
Escrow Agent is to deliver the amount deposited, Escrow Agent shall hold the sum until the parties'
rights are finally determined in an appropriate action or proceeding or until a court orders Escrow Agent
to deposit the down payment with it. If Escrow Agent does not receive a proper written authorization
from Seller and Buyer, or if an action or proceeding to determine Seller's and Buyer's rights is not begun
or diligently prosecuted, Escrow Agent is under no obligation to bring an action or proceeding in court
to deposit the sum held, but may continue to hold the deposit. Escrow Agent assumes no liability except
that of a stockholder. Escrow Agents duties are limited to those specifically set out in this Agreement.
Escrow Agent shall incur no liability to anyone except for willful misconduct or gross negligence so long
as the Escrow Agent acts in good faith. Seller and Buyer release Escrow Agent from any act done or
omitted in good faith in the performance of Escrow Agents duties.
3. ACKNOWLEDGMENT OF DOWN PAYMENT
The [Down Payment Amount] down payment referred to herein above has been paid by Buyer to
Escrow Agent.
Escrow Agent acknowledges receipt of [Down Payment Dollar Amount] from Buyer by check [Check
Number on Down Payment Check] subject to collection.
4. Special provisions
[Describe any Special Provisions]
SELLER BUYER
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ESCROW AGENT
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EXCLUSIVE RIGHT TO SELL
This Exclusive Right to Sell (the”Agreement”) is made and effective [DATE],
AND: [OWNER NAME] (the "Owner"), a corporation organized and existing under the laws of the
For and in consideration of your services to be rendered in listing for sale and in undertaking to sell or
find a purchaser for the property hereinafter described, the parties understand and agree that this is an
exclusive listing to sell the real estate located at [ADDRESS], together with the following improvements
and fixtures:
[DESCRIBE]
1. TERMS
The minimum selling price of the property shall be [AMOUNT], to be payable on the following terms:
[SPECIFY]
You are authorized to accept and hold a deposit in the amount of [AMOUNT] as a deposit and to apply
such deposit on the purchase price.
If said property is sold, traded or in any other way disposed of either by us or by anyone else within the
time specified in this listing, it is agreed to and understood that you shall receive from the sale or trade
of said property as your commission percent ( %) of the purchase price.
Should said property be sold or traded within [NUMBER] days after expiration of this listing agreement
to a purchaser with whom you have been negotiating for the sale or trade of the property, the said
commission shall be due and payable on demand.
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We agree to furnish a certificate of title showing a good and merchantable title of record, and further
agree to convey by good and sufficient warranty deed or guaranteed title on payment in full.
The listing contract shall continue until midnight of [DATE].
SELLER OWNER
Authorized Signature Authorized Signature ©

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Print Name and Title Print Name and Title p
y
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RENEWAL OF LEASE
This is to notify you that we are exercising the option to renew our lease of [ADDRESS] for a further
term of [NUMBER] years contained in [SECTION REFERENCE] of the lease.
Please advise us of the rent you propose to charge in the renewed term so that we can decide whether or
not to submit the matter to arbitration in accordance with the provisions of [SECTION
REFERENCE] of the lease.
Thank you for you cooperation.
Sincerely,
Your name
Your title
Telephone contact
1361
EXTENSION OF LEASE AGREEMENT
This Extension of Lease Agreement (the “Agreement”) is made and effective [DATE],
RECITALS
This Agreement is relative to a certain Lease Agreement for premises known as [DESCRIBE] located at
[ADDRESS] and dated [DATE].
TERMS
1. For good consideration, Landlord and Tenant each agree to extend the term of said Lease for a
period of [TIME PERIOD] commencing on [DATE], terminating on [DATE], with no
further right of renewal or extension beyond said termination date.
2. During the extended term, Tenant shall pay Landlord rent of [AMOUNT] payable in advance.
3. It is further provided, however, that all other terms of the Lease shall continue during this
extended term as if set forth herein.
4. This agreement shall be binding upon and shall inure to the benefit of the parties, their
successors, assigns and personal representatives.
LANDLORD TENANT
1362
1363
GUARANTY OF LEASE
This Guaranty of Lease (the “Agreement”) is made and effective [DATE],
AND: [GUARANTOR NAME] (the "Guarantor"), a corporation organized and existing under the
RECITALS
Reference is made to that certain Lease herewith, dated [DATE], by and between Landlord and Tenant
with respect to certain premises;
As a material inducement to, and in consideration of, Landlord entering into the Lease, Guarantor does
hereby agree as follows:
1. GUARANTY
Guarantor do hereby unconditionally guarantee, as a primary obligor and not as a surety, and promise
to perform and be liable for, the payment of rent by Tenant for [NUMBER] months starting [DATE]
through [DATE].
2. MODIFICATIONS AND AMENDMENTS
The Lease may be amended or modified, and further agreements may be entered into between Tenant
and Landlord, without further authorization from or notice to Guarantor and no such action shall
terminate, release, reduce, diminish or in any way affect any of the obligations of the Guarantor
hereunder or give Guarantor recourse or defense against Landlord.
Landlord may alter, compromise, accelerate, extend or change the time or manner for the performance
or payment of any obligation(s) of Tenant under the Lease, waive any default by Tenant, fail to assert
any rights against Tenant, grant to Tenant any other indulgence or concession with respect to all or any
1364
part of any of the obligations of Tenant under the Lease, release, substitute or add Guarantors and may
generally deal with Tenant, or any indebtedness of Tenant to Landlord, as Landlord sees fit, and no such
action and no change, impairment or suspension of any right or remedy of Landlord shall terminate,
release, reduce, diminish or in any way affect any of the obligations of Guarantor hereunder or give
Guarantor any recourse or defense against Landlord.
3. LIABILITIES
The amount of liability of Guarantor and all rights, power and remedies of Landlord hereunder and
under any other agreement now or at any time hereafter in force between Landlord and Guarantor,
including any other guaranty executed by Guarantor relating to any indebtedness of Tenant to
Landlord, shall be cumulative and not alternative and shall be deemed to include all rights, powers and
remedies given to Landlord by law. This Guaranty is in addition to and exclusive of the guaranty of any
other guarantor of any indebtedness of Tenant to Landlord.
4. OBLIGATIONS OF GUARANTOR
The obligations of Guarantor hereunder are independent of the Lease Obligation. In the event of any
default hereunder, a separate action or actions may be brought and prosecuted against Guarantor
whether or not Tenant is joined therein or a separate action or actions is brought against Tenant.
Landlord may maintain successive actions for other defaults. Landlord's rights hereunder shall not be
exhausted by its exercise of any of its other rights or remedies or by any such action or by any number of
successive actions until and unless all of the Lease Obligation hereby guaranteed has been fully
performed and the period of time has expired during which any payment made by Tenant or Guarantor
to Landlord may be determined to be a Preferential Payment.
5. SEVERABILITY
Each Guarantor shall be jointly and severally liable for, and agrees to pay to Landlord without demand,
attorneys' fees in such amount as the Court determines is reasonable and all costs and other expenses
which Landlord expends or incurs in enforcing, collecting or compromising the Lease Obligation
hereby guaranteed or in enforcing or collecting upon this Guaranty against Guarantor the Lease
Obligation hereby guaranteed whether or not suit is filed.
6. ENFORCEMENT
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Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all
other provisions shall nevertheless be effective and enforceable.
7. NO WAIVER
No provision of this Guaranty or right of Landlord hereunder can be waived nor can Guarantor be
released from his or her obligations hereunder except by a writing duly executed by Landlord.
8. REPRESENTATIONS AND WARRANTIES
Guarantor represents and warrants it is represented or has had full opportunity to be represented by
independent legal counsel of its own choice in connection with this Guaranty, that it has personally
reviewed this Guaranty, and that it fully has the requisite experience and sophistication to understand
its terms and conditions and the consequences of the duties assumed and rights waived herein. In the
event of an ambiguity in or dispute regarding the interpretation of this Instrument, the interpretation
shall not be resolved by any rule providing for interpretation against the party who causes the
uncertainty to exist or against the drafting party.
9. GOVERNING LAW
This Guaranty shall be governed by and construed in accordance with the laws of
[STATE/PROVINCE]. Except as provided in any other written agreement now or at any time
hereafter in force between Landlord and Guarantor, this Guaranty shall constitute the entire agreement
of the Guarantor with Landlord with respect to the subject matter hereof and no representation,
understanding, promise or condition concerning the subject matter hereof shall be binding upon
Landlord unless expressed herein.
Guarantor agree to be bound by all provisions of the Lease.

11. DEFINITIONS
The term Landlord whenever hereinabove used refers to and means the Landlord in the foregoing Lease
specifically named and also any assignee of said Landlord, whether by outright assignment or by
assignment for security, and also any successor to the interest of said Landlord or of any assignee of such
Lease or any part thereof, whether by assignment or otherwise. The term Tenant whenever hereinabove
1366
used refers to and means the Tenant in the foregoing Lease specifically named and also any assignee of
said Lease and also any successor to the interests of said Tenant or assignee of such Lease or any part
thereof, whether by assignment or otherwise.
LANDLORD GUARANTOR
1367
COMMERCIAL LEASE AGREEMENT
This Lease Agreement (the “Agreement”) is made and effective [DATE],
1. DESCRIPTION OF PREMISES
Landlord leases to Tenant the premises located at [address], [city], [state], and described more
particularly as follows:
[insert legal description].
2. GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed
and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take
from the Landlord the property described in Exhibit "A" attached hereto and by reference made a part
hereof (the "Leased Premises"), together with, as part of the parcel, all improvements located thereon.
3. LEASE TERM
a. Total Term of Lease: The term of this Lease shall begin on the commencement date, as
defined in Section b) of this Article 3, and shall terminate on [DATE].
b. Commencement Date: The "Commencement Date" shall mean the date on which the
Tenant shall commence to conduct business on the Leased Premised, so long as such date is
not in excess of [NUMBER] days subsequent to execution hereof.
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4. EXTENSIONS
The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed
upon in writing and signed by the parties at the time of any such extension.
5. DETERMINATION OF RENT
The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at
such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following
rates and times:
a. Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable
sales tax.
b. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly
installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT],
on the first day of each and every calendar month during the term hereof, and prorata for
the fractional portion of any month, except that on the first day of the calendar month
immediately following the Commencement Date, the Tenant shall also pay to the Landlord
rent at the said rate for any portion of the preceding calendar month included in the term of
this Lease.
c. Reference to yearly rent hereunder shall not be implied or construed to the effect that this
Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter
than the existing Lease term, plus any extensions as may be agreed upon.
d. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or
received by Landlord on or before the tenth day of each month.
6. USE OF PROPERTY BY TENANT
The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known
as a [DESCRIBE] .
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Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease,
assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall use
the property for any other use.
7. RESTRICTIONS ON USE
Tenant shall not use the demised premises in any manner that will increase risks covered by insurance
on the demised premises and result in an increase in the rate of insurance or a cancellation of any
insurance policy, even if such use may be in furtherance of Tenant’s business purposes.
Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the
demised premises, and shall comply with all requirements of the insurers applicable to the demised
premises necessary to keep in force the fire and liability insurance.
8. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY
Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised
premises to be used for any unlawful purpose.
9. DELAY IN DELIVERING POSSESSION
This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver
possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any
loss or damage suffered by reason of such a delay; provided, however, that Landlord does deliver
possession no later than [date]. In the event of a delay in delivering possession, the rent for the period of
such delay will be deducted from the total rent due under this lease agreement. No extension of this lease
agreement shall result from a delay in delivering possession.
10. SECURITY DEPOSIT
The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and
faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant.
Such sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully
and faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the
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leased premises are a part, the Landlord shall have the right to transfer the security to the purchaser to
be held under the terms of this lease, and the Landlord shall be released from all liability for the return
of such security to the Tenant.
11. TAXES
a. Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest
of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the
Leased Premises.
b. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a
copy of any real estate taxes and assessments against the Leased Property. From and after the
Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days
after the day on which the same may become initially due, all real estate taxes and assessments
applicable to the Leased Premises, together with any interest and penalties lawfully imposed
thereon as a result of Tenant's late payment thereof, which shall be levied upon the Leased
Premises during the term of this Lease.
c. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so
desire, contest by appropriate proceedings the amount of any personal or real property tax.
The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate
proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax
purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with
the Tenant at Tenant's expense in said proceedings and the Landlord agrees to sign and
deliver such papers and instruments as may be necessary to prosecute such proceedings, the
Tenant shall have the right to contest the amount of any such tax and the Tenant shall have
the right to withhold payment of any such tax, if the statute under which the Tenant is
contesting such tax so permits.
d. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and
extraordinary, attributable to or against the Leased Premises not later than [NUMBER]
days after the day on which the same became initially due. The Tenant may take the benefit
of any law allowing assessments to be paid in installments and in such event the Tenant shall
only be liable for such installments of assessments due during the term hereof.
e. Changes in Method of Taxation: Landlord and Tenant further agree that if at any time
during the term of this Lease, the present method of taxation or assessment of real estate
shall be changed so that the whole or any part of the real estate taxes, assessment or
1371
governmental impositions now levied, assessed or imposed on the Leased Premises shall, in
lieu thereof, be assessed, levied, or imposed wholly or in part, as a capital levy or otherwise
upon the rents reserved herein or any part thereof, or as a tax, corporation franchise tax,
assessment, levy or charge, or any part thereof, measured by or based, in whole or in part,
upon the Leased Premises or on the rents derived therefrom and imposed upon the
Landlord, then the Tenant shall pay all such taxes, assessments, levies, impositions, or
charges. Nothing contained in this Lease shall require the Tenant to pay an estate,
inheritance, succession, capital levy, corporate franchise, gross receipts, transfer or income
tax of the Landlord, nor shall any of the same be deemed real estate taxes as defined herein
unless the same be imposed in lieu of the real estate taxes.
12. IMPROVEMENTS BY TENANTS
Tenant may have prepared plans and specifications for the construction of improvements, and, if so,
such plans and specifications are attached hereto as Exhibit "B" and incorporated herein by reference.
Tenant shall obtain all certificates, permits, licenses and other authorizations of governmental bodies or
authorities which are necessary to permit the construction of the improvements on the demised premises
and shall keep the same in full force and effect at Tenant's cost.
Tenant shall negotiate, let and supervise all contracts for the furnishing of services, labor, and maerials
for the construction of the improvements on the demised premises at its cost. All such contracts shall
require the contracting party to guarantee performance and all workmanship and materials installed by
it for a period of one year following the date of completion of construction. Tenant shall cause all
contracts to be fully and completely performed in a good and workmanlike manner, all to the effect that
the improvements shall be fully and completely constructed and installed in accordance with good
engineering and construction practice.
During the course of construction, Tenant shall, at its cost, keep in full force and effect a policy of
builder's risk and liability insurance in a sum equal, from time to time, to three times the amount
expended for construction of the improvements. All risk of loss or damage to the improvements during
the course of construction shall be on Tenant with the proceeds from insurance thereon payable to
Landlord.
Upon completion of construction, Tenant shall, at its cost, obtain an occupancy permit and all other
permits or licenses necessary for the occupancy of the improvements and the operation of the same as
set out herein and shall keep the same in force.
Nothing herein shall alter the intent of the parties that Tenant shall be fully and completely responsible
for all aspects pertaining to the construction of the improvements of the demised premises and for the
payment of all costs associated therewith. Landlord shall be under no duty to investigate or verify
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Tenant's compliance with the provision herein. Moreover, neither Tenant nor any third party may
construe the permission granted Tenant hereunder to create any responsibility on the part of the
Landlord to pay for any improvements, alterations or repairs occasioned by the Tenant. The Tenant
shall keep the property free and clear of all liens and, should the Tenant fail to do so, or to have any liens
removed from the property within [NUMBER] days of notification to do so by the Landlord , in
addition to all other remedies available to the Landlord , the Tenant shall indemnify and hold the
Landlord harmless for all costs and expenses, including attorney's fees, occasioned by the Landlord in
having said lien removed from the property; and, such costs and expenses shall be billed to the Tenant
monthly and shall be payable by the Tenant with that month's regular monthly rental as additional
reimburseable expenses to the Landlord by the Tenant.
13. Utilities
Tenant shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, and
other services incident to Tenant's use of the Leased Premises, whether or not the cost thereof be a charge
or imposition against the Leased Premises.
14. OBLIGATIONS FOR REPAIRS
a. Landlord’s Repairs: Subject to any provisions herein to the contrary, and except for
maintenance or replacement necessitated as the result of the act or omission of subtenants,
licensees or contractors, the Landlord shall be required to repair only defects, deficiencies,
deviations or failures of materials or workmanship in the building. The Landlord shall keep
the Leased Premises free of such defects, deficiencies, deviations or failures during the first
[NUMBER] months of the term hereof.
b. Tenant’s Repairs: The Tenant shall repair and maintain the Leased Premises in good order
and condition, except for reasonable wear and tear, the repairs required of Landlord
pursuant hereto, and maintenance or replacement necessitated as the result of the act or
omission or negligence of the Landlord, its employees, agents, or contractors.
c. Requirements of the Law: The Tenant agrees that if any federal, state or municipal
government or any department or division thereof shall condemn the Leased Premises or
any part thereof as not in conformity with the laws and regulations relating to the
construction thereof as of the commencement date with respect to conditions latent or
otherwise which existed on the Commencement Date, or, with respect to items which are
the Landlord's duty to repair pursuant to Section a) and c) of this Article; and such federal,
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state or municipal government or any other department or division thereof, has ordered or
required, or shall hereafter order or require, any alterations or repairs thereof or installations
and repairs as may be necessary to comply with such laws, orders or requirements (the
validity of which the Tenant shall be entitled to contest); and if by reason of such laws,
orders or the work done by the Landlord in connection therewith, the Tenant is deprived
of the use of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in
proportion to that time during which, and to that portion of the Leased Premises of which,
the Tenant shall shall be deprived as a result thereof, and the Landlord shall be obligated to
make such repairs, alterations or modifications at Landlord's expense. All such rebuilding,
altering, installing and repairing shall be done in accordance with Plans and Specifications
approved by the Tenant, which approval shall not be unreasonably withheld. If, however,
such condemnation, law, order or requirement, as in this Article set forth, shall be with
respect to an item which shall be the Tenant's obligation to repair pursuant to Section b) of
this Article 9 or with respect to Tenant's own costs and expenses, no abatement or
adjustment of rent shall be granted; provided, however, that Tenant shall also be entitled to
contest the validity thereof.
d. TENANT'S Alterations: The Tenant shall have the right, at its sole expense, from time to
time, to redecorate the Leased Premises and to make such non-structural alterations and
changes in such parts thereof as the Tenant shall deem expedient or necessary for its
purposes; provided, however, that such alterations and changes shall neither impair the
structural soundness nor diminish the value of the Leased Premises. The Tenant may make
structural alterations and additions to the Leased Premises provided that Tenant has first
obtained the consent thereto of the Landlord in writing. The Landlord agrees that it shall
not withhold such consent unreasonably. The Landlord shall execute and deliver upon the
request of the Tenant such instrument or instruments embodying the approval of the
Landlord which may be required by the public or quasi public authority for the purpose of
obtaining any licenses or permits for the making of such alterations, changes and/or
installations in, to or upon the Leased Premises and the Tenant agrees to pay for such
licenses or permits.
e. Permits and Expenses: Each party agrees that it will procure all necessary permits for
making any repairs, alterations, or other improvements for installations, when applicable.
Each Party hereto shall give written notice to the other party of any repairs required of the
other pursuant to the provisions of this Article and the party responsible for said repairs
agrees promptly to commence such repairs and to prosecute the same to completion
diligently, subject, however, to the delays occasioned by events beyond the control of such
party.
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Each party agrees to pay promptly when due the entire cost of any work done by it upon the Leased
Premises so that the Leased Premises at all times shall be free of liens for labor and materials. Each party
further agrees to hold harmless and indemnify the other party from and against any and all injury, loss,
claims or damage to any person or property occasioned by or arising out of the doing of any such work
by such party or its employees, agents or contractors. Each party further agrees that in doing such work
that it will employ materials of good quality and comply with all governmental requirements, and
perform such work in a good and workmanlike manner.
15. TENANT'S COVENANTS
Tenant covenants and agrees as follows:
a. To procure any licenses and permits required for any use made of the Leased Premises by
Tenant, and upon the expiration or termination of this Lease, to remove its goods and
effects and those of all persons claiming under it, and to yield up peaceably to Landlord the
Leased Premises in good order, repair and condition in all respects; excepting only damage
by fire and casualty covered by Tenant's insurance coverage, structural repairs (unless
Tenant is obligated to make such repairs hereunder) and reasonable wear and tear;
b. To permit Landlord and its agents to examine the Leased Premises at reasonable times and
to show the Leased Premises to prospective purchasers of the Building and to provide
Landlord, if not already available, with a set of keys for the purpose of said examination,
provided that Landlord shall not thereby unreasonably interfere with the conduct of
Tenant's business;
c. To permit Landlord to enter the Leased Premises to inspect such repairs, improvements,
alterations or additions thereto as may be required under the provisions of this Lease. If, as
a result of such repairs, improvements, alterations, or additions, Tenant is deprived of the
use of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in
Tenant shall be deprived as a result thereof.
16. INDEMNITY BY TENANT
The Tenant shall save Landlord harmless and indemnify Landlord from all injury, loss, claims or damage
to any person or property while on the Leased Premises, unless caused by the willful acts or omissions
or gross negligence of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain,
with respect to the Leased Premises, public liability insurance with limits of not less than [AMOUNT]
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for injury or death from one accident and [AMOUNT] property damage insurance, insuring Landlord
and Tenant against injury to persons or damage to property on or about the Leased Premises. A copy of
the policy or a certificate of insurance shall be delivered to Landlord on or before the commencement
date and no such policy shall be cancelable without [NUMBER] days prior written notice to Landlord.
17. SIGNAGE
a. Exterior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so
elect signs on any portion of the Leased Premises, providing that Tenant shall remove any
such signs upon termination of this lease, and repair all damage occasioned thereby to the
Leased Premises.
b. Interior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect, maintain, place and install its usual and
customary signs and fixtures in the interior of the Leased Premises.
18. INSURANCE
a. Insurance Proceeds: In the event of any damage to or destruction of the Leased Premises,
Tenant shall adjust the loss and settle all claims with the insurance companies issuing such
policies. The parties hereto do irrevocably assign the proceeds from such insurance policies
for the purposes hereinafter stated to any institutional first mortgagee or to Landlord and
Tenant jointly, if no institutional first mortgagee then holds an interest in the Leased
Premises. All proceeds of said insurance shall be paid into a trust fund under the control of
any institutional first mortgagee, or of Landlord and Tenant if no institutional first
mortgagee then holds an interest in the Leased Premises, for repair, restoration, rebuilding
or replacement, or any combination thereof, of the Leased Premises or of the improvements
in the Leased Premises. In case of such damage or destruction, Landlord shall be entitled to
make withdrawals from such trust fund, from time to time, upon presentation of:
i. bills for labor and materials expended in repair, restoration, rebuilding or

replacement, or any combination thereof;
ii. Landlord's sworn statement that such labor and materials for which payment is
being made have been furnished or delivered on site; and
iii. the certificate of a supervising architect (selected by Landlord and Tenant and
approved by an institutional first mortgagee, if any, whose fees will be paid out of
said insurance proceeds) certifying that the work being paid for has been completed
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in accordance with the Plans and Specifications previously approved by Landlord ,
Tenant and any institutional first mortgagee in a first class, good and workmanlike
manner and in accordance with all pertinent governmental requirements.
Any insurance proceeds in excess of such proceeds as shall be necessary for such repair,
restoration, rebuilding, replacement or any combination thereof shall be the sole property of Landlord
subject to any rights therein of Landlord's mortgagee, and if the proceeds necessary for such repair,
restoration, rebuilding or replacement, or any combination thereof shall be inadequate to pay the cost
thereof, Tenant shall suffer the deficiency.
b. Subrogation: Landlord and Tenant hereby release each other, to the extent of the insurance
coverage provided hereunder, from any and all liability or responsibility (to the other or
anyone claiming through or under the other by way of subrogation or otherwise) for any
loss to or damage of property covered by the fire and extended coverage insurance policies
insuring the Leased Premises and any of Tenant's property, even if such loss or damage shall
have been caused by the fault or negligence of the other party.
c. Contribution: Tenant shall reimburse Landlord for all insurance premiums connected
with or applicable to the Leased Premises for whatever insurance policy the Landlord , at its
sole and exclusive option, should select.
19. DAMAGE TO DEMISED PREMISES
a. Abatement or Adjustment of Rent: If the whole or any part of the Leased Premises shall
be damaged or destroyed by fire or other casualty after the execution of this Lease and before
the termination hereof, then in every case the rent reserved in Article IV herein and other
charges, if any, shall be abated or adjusted, as the case may be, in proportion to that portion
of the Leased Premises of which Tenant shall be deprived on account of such damage or
destruction and the work of repair, restoration, rebuilding, or replacement or any
combination thereof, of the improvements so damaged or destroyed, shall in no way be
construed by any person to effect any reduction of sums or proceeds payable under any rent
insurance policy.
b. Repairs and Restoration: Landlord agrees that in the event of the damage or destruction
of the Leased Premises, Landlord forthwith shall proceed to repair, restore, replace or
rebuild the Leased Premises (excluding Tenant's leasehold improvements), to substantially
the condition in which the same were immediately prior to such damage or destruction. The
Landlord thereafter shall diligently prosecute said work to completion without delay or
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interruption except for events beyond the reasonable control of Landlord .
Notwithstanding the foregoing, if Landlord does not either obtain a building permit within
[number] days of the date of such damage or destruction, or complete such repairs, ©
rebuilding or restoration within [number] months of such damage or destruction, then C
Tenant may at any time thereafter cancel and terminate this Lease by sending [number] days o
written notice thereof to Landlord , or, in the alternative, Tenant may, during said [number] p
day period, apply for the same and Landlord shall cooperate with Tenant in Tenant's y
application. Notwithstanding the foregoing, if such damage or destruction shall occur r
during the last year of the term of this Lease, or during any renewal term, and shall amount i
to [%] or more of the replacement cost, (exclusive of the land and foundations), this Lease, g
may be terminated at the election of either Landlord or Tenant, provided that notice of such h
election shall be sent by the party so electing to the other within [number] days after the t
occurrence of such damage or destruction. Upon termination, as aforesaid, by either party E
hereto, this Lease and the term thereof shall cease and come to an end, any unearned rent or n
other charges paid in advance by Tenant shall be refunded to Tenant, and the parties shall v
be released hereunder, each to the other, from all liability and obligations hereunder i
thereafter arising. s
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20. CONDEMNATION n
C
a. Total Taking: If, after the execution of this Lease and prior to the expiration of the term o
hereof, the whole of the Leased Premises shall be taken under power of eminent domain by r
any public or private authority, or conveyed by Landlord to said authority in lieu of such p
taking, then this Lease and the term hereof shall cease and terminate as of the date when o
possession of the Leased Premises shall be taken by the taking authority and any unearned r
rent or other charges, if any, paid in advance, shall be refunded to Tenant. a
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b. Partial Taking: If, after the execution of this Lease and prior to the expiration of the term i
hereof, any public or private authority shall, under the power of eminent domain, take, or o
Landlord shall convey to said authority in lieu of such taking, property which results in a n
reduction by [%] or more of the area in the Leased Premises, or of a portion of the Leased .
Premises that substantially interrupts or substantially obstructs the conducting of business 2
on the Leased Premises; then Tenant may, at its election, terminate this Lease by giving 0
Landlord notice of the exercise of Tenant's election within [number] days after Tenant shall 0
receive notice of such taking. In the event of termination by Tenant of this Lease and the 2
term hereof shall cease and terminate as of the date when possession shall be taken by the .
appropriate authority of that portion of the Entire Property that results in one of the above A
takings, and any unearned rent or other charges, if any, paid in advance by Tenant shall be l
refunded to Tenant. l
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i
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c. Restoration In the event of a taking in respect of which Tenant shall not have the right to
elect to terminate this Lease or, having such right, shall not elect to terminate this Lease, this
Lease and the term thereof shall continue in full force and effect and Landlord , at
Landlord's sole cost and expense, forthwith shall restore the remaining portions of the
Leased Premises, including any and all improvements made theretofore to an architectural
whole in substantially the same condition that the same were in prior to such taking. A just
proportion of the rent reserved herein and any other charges payable by Tenant hereunder,
according to the nature and extent of the injury to the Leased Premises and to Tenant's
business, shall be suspended or abated until the completion of such restoration and
thereafter the rent and any other charges shall be reduced in proportion to the square footage
of the Leased Premises remaining after such taking.
d. The Award: All compensation awarded for any taking, whether for the whole or a portion
of the Leased Premises, shall be the sole property of the Landlord whether such
compensation shall be awarded for diminution in the value of, or loss of, the leasehold or
for diminution in the value of, or loss of, the fee in the Leased Premises, or otherwise. The
Tenant hereby assigns to Landlord all of Tenant's right and title to and interest in any and
all such compensation. However, the Landlord shall not be entitled to and Tenant shall have
the sole right to make its independent claim for and retain any portion of any award made
by the appropriating authority directly to Tenant for loss of business, or damage to or
depreciation of, and cost of removal of fixtures, personality and improvements installed in
the Leased Premises by, or at the expense of Tenant, and to any other award made by the
appropriating authority directly to Tenant.
e. Release: In the event of any termination of this Lease as the result of the provisions of this
Article 20, the parties, effective as of such termination, shall be released, each to the other,
from all liability and obligations thereafter arising under this lease.
21. LANDLORD’S REMEDIES
In the event that:
a. Tenant shall on three or more occasions be in default in the payment of rent or other charges
herein required to be paid by Tenant (default herein being defined as payment received by
Landlord ten or more days subsequent to the due date), regardless of whether or not such
default has occurred on consecutive or non-consecutive months; or
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b. Tenant has caused a lien to be filed against the Landlord's property and said lien is not
removed within [NUMBER] days of recordation thereof; or
c. Tenant shall default in the observance or performance of any of the covenants and
agreements required to be performed and observed by Tenant hereunder for a period of
[NUMBER] days after notice to Tenant in writing of such default (or if such default shall
reasonably take more than [NUMBER] days to cure, Tenant shall not have commenced the
same within the [NUMBER] days and diligently prosecuted the same to completion); or
d. [NUMBER] days have elapsed after the commencement of any proceeding by or against
Tenant, whether by the filing of a petition or otherwise, seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the
present or future Federal Bankruptcy Act or any other present or future applicable federal,
state or other statute or law, whereby such proceeding shall not have been dismissed
(provided, however, that the non-dismissal of any such proceeding shall not be a default
hereunder so long as all of Tenant's covenants and obligations hereunder are being
performed by or on behalf of Tenant); then Landlord shall be entitled to its election (unless
Tenant shall cure such default prior to such election), to exercise concurrently or
successively, any one or more of the following rights:
i. Terminate this Lease by giving Tenant notice of termination, in which event this
Lease shall expire and terminate on the date specified in such notice of termination,
with the same force and effect as though the date so specified were the date herein
originally fixed as the termination date of the term of this Lease, and all rights of
Tenant under this Lease and in and to the Premises shall expire and terminate, and
Tenant shall remain liable for all obligations under this Lease arising up to the date of
such termination, and Tenant shall surrender the Premises to Landlord on the date
specified in such notice; or
ii. Terminate this Lease as provided herein and recover from Tenant all damages
Landlord may incur by reason of Tenant's default, including, without limitation, a
sum which, at the date of such termination, represents the then value of the excess, if
any, of (a) the Minimum Rent, Percentage Rent, Taxes and all other sums which
would have been payable hereunder by Tenant for the period commencing with the
day following the date of such termination and ending with the date herein before set
for the expiration of the full term hereby granted, over (b) the aggregate reasonable
rental value of the Premises for the same period, all of which excess sum shall be
deemed immediately due and payable; or
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iii. Without terminating this Lease, declare immediately due and payable all Minimum
Rent, Taxes, and other rents and amounts due and coming due under this Lease for
the entire remaining term hereof, together with all other amounts previously due, at
once; provided, however, that such payment shall not be deemed a penalty or
liquidated damages but shall merely constitute payment in advance of rent for the
remainder of said term. Upon making such payment, Tenant shall be entitled to
receive from Landlord all rents received by Landlord from other assignees, tenants,
and subtenants on account of said Premises during the term of this Lease, provided
that the monies to which tenant shall so become entitled shall in no event exceed the
entire amount actually paid by Tenant to Landlord pursuant to the preceding
sentence less all costs, expenses and attorney's fees of Landlord incurred in connection
with the reletting of the Premises; or
iv. Without terminating this Lease, and with or without notice to Tenant, Landlord may
in its own name but as agent for Tenant enter into and upon and take possession of
the Premises or any part thereof, and, at landlord's option, remove persons and
property there from, and such property, if any, may be removed and stored in a
warehouse or elsewhere at the cost of, and for the account of Tenant, all without being
deemed guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby, and Landlord may rent the Premises or any portion thereof as the
agent of Tenant with or without advertisement, and by private negotiations and for
any term upon such terms and conditions as Landlord may deem necessary or
desirable in order to relet the Premises. Landlord shall in no way be responsible or
liable for any rental concessions or any failure to rent the Premises or any part thereof,
or for any failure to collect any rent due upon such reletting. Upon such reletting, all
rentals received by Landlord from such reletting shall be applied: first, to the payment
of any indebtedness (other than any rent due hereunder) from Tenant to Landlord;
second, to the payment of any costs and expenses of such reletting, including, without
limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third,
to the payment of rent and other charges then due and unpaid hereunder; and the
residue, if any shall be held by Landlord to the extent of and for application in
payment of future rent as the same may become due and payable hereunder. In
reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant
shall not be credited therefor. If such rentals received from such reletting shall at any
time or from time to time be less than sufficient to pay to Landlord the entire sums
then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord.
Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such
reletting shall be construed as an election by Landlord to terminate this Lease unless a
written notice of such election has been given to Tenant by Landlord.
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Notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for any such previous default provided same
has not been cured; or
v. Without liability to Tenant or any other party and without constituting a constructive
or actual eviction, suspend or discontinue furnishing or rendering to Tenant any
property, material, labor, Utilities or other service, whether Landlord is obligated to
furnish or render the same, so long as Tenant is in default under this Lease; or
vi. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes
due; or
vii. Foreclose the security interest described herein, including the immediate taking of
possession of all property on or in the Premises; or
viii. Pursue such other remedies as are available at law or equity.
e. Landlord's pursuit of any remedy of remedies, including without limitation, any one or
more of the remedies stated herein shall not (1) constitute an election of remedies or
preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy
or remedies provided by law or in equity, separately or concurrently or in any combination,
or (2) sever as the basis for any claim of constructive eviction, or allow Tenant to withhold
any payments under this Lease.
22. LANDLORD'S Self Help
If in the performance or observance of any agreement or condition in this Lease contained on its part to
be performed or observed and shall not cure such default within [number] days after notice from
Landlord specifying the default (or if such default shall reasonably take more than [number] days to
cure, shall diligently prosecuted the same to completion), Landlord may, at its option, without waiving
any claim for damages for breach of agreement, at any time thereafter cure such default for the account
of Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall be
deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore
and save Landlord harmless there from. Provided, however, that Landlord may cure any such default as
aforesaid prior to the expiration of said waiting period, without notice to Tenant if any emergency
situation exists, or after notice to Tenant, if the curing of such default prior to the expiration of said
waiting period is reasonably necessary to protect the Leased Premises or Landlord's interest therein, or
to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon
demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and
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become due as a part of the next payment of rent due and shall for all purposes be deemed and treated
as rent hereunder.
23. TENANT'S Self Help
If Landlord shall default in the performance or observance of any agreement or condition in this Lease
contained on its part to be performed or observed, and if Landlord shall not cure such default within
[number] days after notice from Tenant specifying the default (or, if such default shall reasonably take
more than [number] days to cure, and Landlord shall not have commenced the same within [number]
days and diligently prosecuted the same to completion), Tenant may, at its option, without waiving any
claim for damages for breach of agreement, at any time thereafter cure such default for the account of
Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be
deemed paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore
and save Tenant harmless there from. Provided, however, that Tenant may cure any such default as
aforesaid prior to the expiration of said waiting period, without notice to Landlord if an emergency
situation exists, or after notice to Landlord , if the curing of such default prior to the expiration of said
waiting period is reasonably necessary to protect the Leased Premises or Tenant's interest therein or to
prevent injury or damage to persons or property. If Landlord shall fail to reimburse Tenant upon
demand for any amount paid or liability incurred for the account of Landlord hereunder, said amount
or liability may be deducted by Tenant from the next or any succeeding payments of rent due hereunder;
provided, however, that should said amount or the liability therefore be disputed by Landlord, Landlord
may contest its liability or the amount thereof, through arbitration or through a declaratory judgment
action and Landlord shall bear the cost of the filing fees therefore.
24. TITLE
a. Subordination: Tenant shall, upon the request of Landlord in writing, subordinate this
Lease to the lien of any present or future institutional mortgage upon the Leased Premises
irrespective of the time of execution or the time of recording of any such mortgage.
Provided, however, that as a condition to such subordination, the holder of any such
mortgage shall enter first into a written agreement with Tenant in form suitable for
recording to the effect that:
i. in the event of foreclosure or other action taken under the mortgage by the holder
thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but
shall continue in full force and effect so long as Tenant shall not be in default
hereunder
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ii. such holder shall permit insurance proceeds and condemnation proceeds to be used
for any restoration and repair required by the provisions of this Agreement,
respectively. Tenant agrees that if the mortgagee or any person claiming under the
mortgagee shall succeed to the interest of Landlord in this Lease, Tenant will
recognize said mortgagee or person as its Landlord under the terms of this Lease,
provided that said mortgagee or person for the period during which said mortgagee
or person respectively shall be in possession of the Leased Premises and thereafter
their respective successors in interest shall assume all of the obligations of Landlord
hereunder. The word "mortgage", as used herein includes mortgages, deeds of trust
or other similar instruments, and modifications, and extensions thereof. The term
"institutional mortgage" as used in this Article 24 means a mortgage securing a loan
from a bank or trust company, insurance company or pension trust or any other
lender institutional in nature and constituting a lien upon the Leased Premises.
b. Quiet Enjoyment: Landlord covenants and agrees that upon Tenant paying the rent and
observing and performing all of the terms, covenants and conditions on Tenant's part to be
observed and performed hereunder, that Tenant may peaceably and quietly have, hold,
occupy and enjoy the Leased Premises in accordance with the terms of this Lease without
hindrance or molestation from Landlord or any persons lawfully claiming through
Landlord .
c. Zoning and Good Title: Landlord warrants and represents, upon which warranty and
representation Tenant has relied in the execution of this Lease, that Landlord is the owner
of the Leased Premises, in fee simple absolute, free and clear of all encumbrances, except for
the easements, covenants and restrictions of record as of the date of this Lease. Such
exceptions shall not impede or interfere with the quiet use and enjoyment of the Leased
Premises by Tenant. Landlord further warrants and covenants that this Lease is and shall be
a first lien on the Leased Premises, subject only to any Mortgage to which this Lease is
subordinate or may become subordinate pursuant to an agreement executed by Tenant, and
to such encumbrances as shall be caused by the acts or omissions of Tenant; that Landlord
has full right and lawful authority to execute this Lease for the term, in the manner, and
upon the conditions and provisions herein contained; that there is no legal impediment to
the use of the Leased Premises as set out herein; that the Leased Premises are not subject to
any easements, restrictions, zoning ordinances or similar governmental regulations which
prevent their use as set out herein; that the Leased Premises presently are zoned for the use
contemplated herein and throughout the term of this lease may continue to be so used
therefore by virtue of said zoning, under the doctrine of "non-conforming use", or valid and
binding decision of appropriate authority, except, however, that said representation and
warranty by Landlord shall not be applicable in the event that Tenant's act or omission shall
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invalidate the application of said zoning, the doctrine of "non-conforming use" or the valid
and binding decision of the appropriate authority. Landlord shall furnish without expense
to Tenant, within [number] days after written request therefore by Tenant, a title report
covering the Leased Premises showing the condition of title as of the date of such certificate,
provided, however, that Landlord's obligation hereunder shall be limited to the furnishing
of only one such title report.
d. Licenses: It shall be the Tenant's responsibility to obtain any and all necessary licenses and
the Landlord shall bear no responsibility therefore; the Tenant shall promptly notify
Landlord of the fact that it has obtained the necessary licenses in order to prevent any delay
to Landlord in commencing construction of the Leased Premises.
25. EXTENSIONS/WAIVERS/DISPUTES
a. Extension Period: Any extension hereof shall be subject to the provisions of Article c)
hereof.
b. Holding Over: In the event that Tenant or anyone claiming under Tenant shall continue
occupancy of the Leased Premises after the expiration of the term of this Lease or any
renewal or extension thereof without any agreement in writing between Landlord and
Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the
term of the Lease, but such occupancy shall continue as a tenancy at will, from month to
month, upon the covenants, provisions and conditions herein contained. The rental shall
be the rental in effect during the term of this Lease as extended or renewed, prorated and
payable for the period of such occupancy.
c. Waivers: Failure of either party to complain of any act or omission on the part of the other
party, no matter how long the same may continue, shall not be deemed to be a waiver by
said party of any of its rights hereunder. No waiver by either party at any time, express or
implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of
any other provision of this Lease or a consent to any subsequent breach of the same or any
other provision. If any action by either party shall require the consent or approval of the
other party, the other party's consent to or approval of such action on any one occasion shall
not be deemed a consent to or approval of said action on any subsequent occasion or a
consent to or approval of any other action on the same or any subsequent occasion. Any
and all rights and remedies which either party may have under this Lease or by operation of
law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative
and shall not be deemed inconsistent with each other, and no one of them, whether exercised
1385
by said party or not, shall be deemed to be an exclusion of any other; and any two or more
or all of such rights and remedies may be exercised at the same time.
d. Disputes: It is agreed that, if at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against
whom the obligation to pay the money is asserted shall have the right to make payment
"under protest" and such payment shall not be regarded as a voluntary payment and there
shall survive the right on the part of the said party to institute suit for the recovery of such
sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this Lease. If at any time
a dispute shall arise between the parties hereto as to any work to be performed by either of
them under the provisions hereof, the party against whom the obligation to perform the
work is asserted may perform such work and pay the costs thereof "under protest" and the
performance of such work shall in no event be regarded as a voluntary performance and shall
survive the right on the part of the said party to institute suit for the recovery of the costs of
such work. If it shall be adjudged that there was no legal obligation on the part of the said
party to perform the same or any part thereof, said party shall be entitled to recover the costs
of such work or the cost of so much thereof as said party was not legally required to perform
under the provisions of this Lease and the amount so paid by Tenant may be withheld or
deducted by Tenant from any rents herein reserved.
e. Tenant’s Right to cure Landlord’s Default: In the event that Landlord shall fail, refuse
or neglect to pay any mortgages, liens or encumbrances, the judicial sale of which might
affect the interest of Tenant hereunder, or shall fail, refuse or neglect to pay any interest due
or payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages,
liens or encumbrances, or interest or perform said conditions and charge to Landlord the
amount so paid and withhold and deduct from any rents herein reserved such amounts so
paid, and any excess over and above the amounts of said rents shall be paid by Landlord to
Tenant.
f. Notices: All notices and other communications authorized or required hereunder shall be
in writing and shall be given by mailing the same by certified mail, return receipt requested,
postage prepaid, and any such notice or other communication shall be deemed to have been
given when received by the party to whom such notice or other communication shall be
addressed. If intended for Landlord the same will be mailed to the address herein above set
forth or such other address as Landlord may hereafter designate by notice to Tenant, and if
intended for Tenant, the same shall be mailed to Tenant at the address herein above set
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forth, or such other address or addresses as Tenant may hereafter designate by notice to
Landlord.
26. PROPERTY DAMAGE
a. Loss and Damage: Notwithstanding any contrary provisions of this Lease, Landlord shall
not be responsible for any loss of or damage to property of Tenant or of others located on
the Leased Premises, except where caused by the willful act or omission or negligence of
Landlord , or Landlord's agents, employees or contractors, provided, however, that if
Tenant shall notify Landlord in writing of repairs which are the responsibility of Landlord
under Article VII hereof, and Landlord shall fail to commence and diligently prosecute to
completion said repairs promptly after such notice, and if after the giving of such notice and
the occurrence of such failure, loss of or damage to Tenant's property shall result from the
condition as to which Landlord has been notified, Landlord shall indemnify and hold
harmless Tenant from any loss, cost or expense arising there from.
b. Force Majeure: In the event that Landlord or Tenant shall be delayed or hindered in or
prevented from the performance of any act other than Tenant's obligation to make
payments of rent, additional rent, and other charges required hereunder, by reason of strikes,
lockouts, unavailability of materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, the act, failure to act, or default of the other party, war or
other reason beyond its control, then performance of such act shall be excused for the period
of the delay and the period for the performance of such act shall be extended for a period
equivalent to the period of such delay. Notwithstanding the foregoing, lack of funds shall
not be deemed to be a cause beyond control of either party.
27. Assignment and Subletting
Under the terms and conditions hereunder, Tenant shall have the absolute right to transfer and assign
this lease or to sublet all or any portion of the Leased Premises or to cease operating Tenant's business
on the Leased Premises provided that at the time of such assignment or sublease Tenant shall not be in
default in the performance and observance of the obligations imposed upon Tenant hereunder, and in
the event that Tenant assigns or sublets this property for an amount in excess of the rental amount then
being paid, then Landlord shall require as further consideration for the granting of the right to assign or
sublet, a sum equal to [%] of the difference between the amount of rental to be charged by Tenant to
Tenant's subtenant or assignee and the amount provided for herein, payable in a manner consistent with
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the method of payment by the subtenant or assignee to the Tenant, and/or [%] of the consideration paid
or to be paid to Tenant by Tenant's or Sub-Tenant or assignee.
28. Fixtures
All personal property, furnishings and equipment presently and all other trade fixtures installed in or
hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of structural,
mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the
Tenant's business made to, in or on the Leased Premises by and at the expense of Tenant and susceptible
of being removed from the Leased Premises without damage, unless such damage be repaired by Tenant,
shall remain the property of Tenant and Tenant may, but shall not be obligated to, remove the same or
any part thereof at any time or times during the term hereof, provided that Tenant, at its sole cost and
expense, shall make any repairs occasioned by such removal.
29. OPTION TO RENEW
Landlord grants to Tenant an option to renew this lease agreement for a period of [number] years after
expiration of the term of this Lease agreement at a rental of [amount] per month, with all other terms
and conditions of the renewal lease to be the same as those in this lease agreement. To exercise this option
to renew, Tenant must give Landlord written notice of intention to do so at least [number] days before
this lease agreement expires.
30. Estoppel Certificates
At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the
other, to execute, acknowledge and deliver to the other or to any person designated by the other a
statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have
been modifications, that the same is in full force and effect as modified (stating the modifications), that
the other party is not in default in the performance of its covenants hereunder, or if there have been such
defaults, specifying the same, and the dates to which the rent and other charges have been paid.
31. Invalidity of Particular Provision
If any term or provision of this Lease or the application hereof to any person or circumstance shall, to
any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term
or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
1388
shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
32. Captions and Definitions of Parties
The captions of the Sections of this Lease are for convenience only and are not a part of this Lease and
do not in any way limit or amplify the terms and provisions of this Lease. The word "Landlord" and the
pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or
corporation named herein as Landlord or the mortgagee in possession at any time, of the land and
building comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlord
shall be the joint and several obligations of each of them, and if Landlord is a partnership, the covenants
of Landlord shall be the joint and several obligations of each of the partners and the obligations of the
firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require.
Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as
creating the relationship of principal and agent or of partnership or of a joint venture between the parties
hereto, it being understood and agreed that neither any provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant.
34. Brokerage
No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out
hereinafter.
This instrument contains the entire and only agreement between the parties, and no oral statements or
representations or prior written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both parties.
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36. Governing Law
All matters pertaining to this agreement (including its interpretation, application, validity, performance
and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and
enforced in accordance with the laws of the State of [state/province]. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction
located in [state/province].
37. litigation
prevailing party may be entitled. In such event, no action shall be entertained by said court or any court
of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action
actually accrued regardless of whether damages were otherwise as of said time calculable.
If Landlord files an action to enforce any agreement contained in this lease agreement, or for breach of
any covenant or condition, Tenant shall pay Landlord reasonable attorney fees for the services of
Landlord’s attorney in the action, all fees to be fixed by the court.
38. Contractual Procedures
Unless specifically disallowed by law, should litigation arise hereunder, service of process therefor may
be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights
they may have to object to the method by which service was perfected.
39. Extraordinary remedies
To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any and all
other remedies available thereto, may obtain injunctive relief, regardless of whether the injured party can
demonstrate that no adequate remedy exists at law.
40. Reliance on Financial Statement
1390
Tenant shall furnish concurrently with the execution of this lease, a financial statement of Tenant
prepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually, hereby
represents and warrants that all the information contained therein is complete, true, and correct. Tenant
understands that Landlord is relying upon the accuracy of the information contained therein. Should
there be found to exist any inaccuracy within the financial statement which adversely affects Tenant's
financial standing, or should Tenant's financial circumstances materially change, Landlord may
demand, as additional security, an amount equal to an additional [number] months' rent, which
additional security shall be subject to all terms and conditions herein, require a fully executed guaranty
by a third party acceptable to Landlord, elect to terminate this Lease, or hold Tenant personally and
individually liable hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above
written or have caused this Lease to be executed by their respective officers thereunto duly authorized.
LANDLORD TENANT
1391
EXHIBIT "A" LEGAL DESCRIPTION
1392
EXHIBIT "B"
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TENANT PLANS AND SPECIFICATIONS p
LICENSE AGREEMENT y
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This License Agreement (the “Agreement”) is made and effective [DATE], h
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BETWEEN: [LICENSOR NAME] (the "Indemnitor"), a corporation organized and existing under n
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AND: [LICENSEE NAME] (the "Indemnitee"), a corporation organized and existing under the laws o
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In consideration of the mutual promises contained in this agreement, the parties agree as follows: p
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1. GRANT OF LICENSE; DESCRIPTION OF PREMISES a
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Licensor grants to licensee a license to occupy and use, subject to all of the terms and conditions of this i
agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal o
description]. n
.
2
2. LIMITATION TO DESCRIBED PURPOSE 0
0
The above-described property may be occupied and used by licensee solely for [specify primary 2
purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and .
continuing until this agreement is terminated as provided in this agreement. A
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3. PERIODIC PAYMENTS
Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance.
The first payment shall be made on the date of the beginning of the period specified above. Subsequent
payments shall be made in advance promptly on the [day of each month] thereafter during the
continuation of this agreement.
4. VARIABLE PAYMENTS
In addition to making the payments provided for in Section Three of this agreement, licensee shall make
payments based on the extent of utilization of the above-described property. Such payments shall be at
the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including
[date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover
[NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days
after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by
appropriate statements certified by licensee.
5. TERMINATION
A. Either party may terminate this agreement at any time, without regard to payment periods by
giving written notice to the other, specifying the date of termination, such notice to be given
not less than [NUMBER] days prior to the date specified in such notice for the date of
termination.
B. Should the above-described property, or any essential part of such property, be totally
destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the
case of partial destruction, this agreement may be terminated by either party by giving written
notice to the other, specifying the date of termination, such notice to be given within
[NUMBER] days following such partial destruction and not less than [NUMBER] days
prior to the termination date specified in such notice.
C. If licensee shall make an assignment for the benefit of creditors, or be placed in receivership
or adjudicated a bankrupt, or take advantage of any bankruptcy or insolvency law, licensor
may terminate this agreement by giving written notice to the licensee, specifying the date of
termination, such notice to be given not less than [NUMBER] days prior to the date specified
in such notice for the date of termination.
1394
6. APPORTIONMENT OF PAYMENTS ON TERMINATION
A. On any termination of this agreement, licensor shall apportion, on a [NUMBER]-day basis,

the [monthly] fee paid in advance from and including the first day of the [month] during
which the agreement is terminated to and including the day on which the agreement is
terminated, and the licensor shall refund to the licensee the unearned portion of such fee;
provided, however, that no refund shall be in an amount less than [AMOUNT].
B. On any termination of this agreement, licensee, shall quit the above-described property, and
shall remove from such property all property installed in, on, or attached to the above-
described property.
C. Any termination of this agreement, howsoever caused, shall be entirely without prejudice to
the rights of licensor that have accrued under this agreement prior to the date of such
termination.
7. GOVERNING LAW
laws of the State of [STATE/PROVINCE].
8. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and any prior understanding or
representation of any kind preceding the date of this agreement shall not be binding on either party
10. NOTICES
1395
Any notice provided for or concerning this agreement shall be in writing and shall be deemed sufficiently
In the event that any lawsuit is filed in relation to this agreement, the unsuccessful party in the action
shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a
reasonable sum for the successful party’s attorney fees.
12. ASSIGNMENT OF RIGHTS
The rights of each party under this agreement are personal to that party and may not be assigned or
transferred to any other person, firm, corporation, or other entity without the prior, express, and written
consent of the other party.
LICENSOR LICENSEE
1396
MODIFICATION OF LEASE AGREEMENT
This Modification of Lease Agreement (the “Agreement”) is made and effective [DATE],
RECITALS
A. Pursuant to the lease dated [DATE] [“Lease”], lessee let from lessor [square feet of net rentable
area in the building located at (address), (city), County, (state)] (the “Premises”), and more
specifically described in the Lease, for a term which expires on [DATE] (the “Lease termination
date”).
B. Lessor and lessee desire to extend the lease for a term of [NUMBER] years from the lease
termination date.
Therefore, in consideration of the mutual promises contained in this lease amendment and extension
agreement, the parties agree as follows:
1. CONSTRUCTION
This Agreement shall be construed in conjunction with the lease and, except as amended by this
instrument, all of the terms, covenants, and conditions of the lease shall remain in full force and effect
and are ratified and confirmed by this instrument.
1397
2. DEFINED TERMS
All terms used in this lease amendment and extension agreement shall have the meanings ascribed to
them in the lease unless otherwise defined in this instrument.
3. LEASE TERM
The term of the letting of the premises shall be extended to and shall terminate on [DATE].
4. BASE RENT
Beginning on [DATE], Lessee shall pay base rent in the amount of [AMOUNT], payable in advance
on the first day of each in the manner provided in the lease.
5. ADDITIONAL RENT
Lessee shall make payments with respect to real estate taxes, operating expenses, and other additional
rent, if any, in the manner provided in the lease.
IN WITNESS WHEREOF, Lessor and Lessee duly executed this Modification of Lease Agreement, as
of the day and year written above.
LESSOR LESSEE
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MORTGAGE NOTE r
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This Mortgage Note (the “Agreement”) is made and effective [DATE],
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AND: [MORTGAGEE NAME] (the "Mortgagee"), a corporation organized and existing under the
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RECITALS
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FOR VALUE RECEIVED the undersigned Mortgagor jointly and severally promise(s) to pay to the
a
order of Mortgagee the principal sum of [AMOUNT] together with interest thereon from date at the
t
rate of [%] per annum until maturity, said principal and interest being payable monthly on the [DAY]
i
of each and every month in lawful money of the [COUNTRY] beginning on [DATE], in monthly
o
installments of [AMOUNT], and continuing thereafter until [DATE], or until said principal and
n
interest have been paid in full, at [ADDRESS], or at such other place as the holder hereof may designate
.
in writing from time to time.
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1. INSTALLMENT PAYMENT
2
.
Each installment payment shall be credited first to the interest then due, and the remainder to the
A
principal.
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2. GUARANTY
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This Note with interest is secured by a mortgage on real estate, of even date herewith, made by the maker
hereof in favor of said Mortgagee.
Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or
protest and all requirements necessary to hold each of them liable as makers and endorsers and, should
litigation be necessary to enforce this note, each maker and endorser waives trial by jury and consents
to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the State of
[STATE/PROVINCE].
Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a
reasonable attorney's fee in case the principal of this note or any payment on the principal or any interest
thereon is not paid at the respective maturity thereof, or in case it becomes necessary to protect the
security hereof, whether suit be brought or not.
4. GOVERNING LAW
This note is to be construed and enforced according to the laws of the State of [STATE/PROVINCE];
upon default in the payment of principal and/or interest when due, the whole sum of principal and
interest remaining unpaid shall, at the option of the holder, become immediately due and payable and
it shall
accrue interest at the highest rate allowable by law from the date of default.
5. DEFAULT ON PAYMENT
Default shall include, but not be limited to non-payment of any respective installment within ten (10)
days from the due date set out herein, or payment dates on three different occasions for any installments
which are in excess of five (5) days subsequent to the due date therefore set out herein.
6. LITIGATION
1400
LESSOR LESSEE
1401
MORTGAGE
This Mortgage (the “Agreement”) is made and effective [DATE],

RECITALS
WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of [AMOUNT] in lawful money of
[COUNTRY], and has agreed to pay the same, with interest thereon, according to the terms of a certain
note (the "Note") given by Mortgagor to Mortgagee, bearing even date herewith.
1. DESCRIPTION OF PROPERTY SUBJECT TO LIEN: "PREMISES"
NOW, THEREFORE, in consideration of the premises and the sum hereinabove set forth, and to
secure the payment of the Secured Indebtedness as defined herein, Mortgagor has granted, bargained,
sold and conveyed, and by these presents does grant, bargain, sell and convey unto Mortgagee property
situated in [CITY, STATE/PROVINCE] more particularly described in Exhibit” A" attached hereto
and by this reference made a part hereof;
TOGETHER with all buildings, structures and other improvements now or hereafter located on, above
or below the surface of the property herein before described, or any part and parcel thereof; and,
TOGETHER with all and singular the tenements, easements, riparian and littoral rights, and
appurtenances thereunto belonging or in anywise appertaining, whether now owned or hereafter
acquired by Mortgagor, and including all rights of ingress and egress to and from adjoining property
(whether such rights now exist or subsequently arise) together with the reversion or reversions,
remainder and remainders, rents, issues and profits thereof; and also all the estate, right, title, interest,
claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel
thereof; and,
1402
TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually or
constructively attached to said property and including all trade, domestic and ornamental fixtures, and
articles of personal property of every kind and nature whatsoever (hereinafter collectively called
"Equipment"), now or hereafter located in, upon or under said property or any part thereof and used or
usable in connection
with any present or future operation of said property and now owned or hereafter acquired by
Mortgagor; and,
TOGETHER with all the common elements appurtenant to any parcel, unit or lot which is all or part
of the Premises; and,
ALL the foregoing encumbered by this Mortgage being collectively referred to herein as the "Premises";
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TO HAVE AND TO HOLD the Premises hereby granted to the use, benefit and behalf of the C
Mortgagee, forever. o
2. EQUITY OF REDEMPTION p
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Conditioned, however, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee, at its r
address listed in the Note, or at such other place which may hereafter be designated by Mortgagee, its or i
their successors or assigns, with interest, the principal sum of [AMOUNT] with final maturity, if not g
sooner paid, as stated in said Note unless amended or extended according to the terms of the Note h
executed by Mortgagor and payable to the order of Mortgagee, then these presents shall cease and be t
void, otherwise these presents shall remain in full force and effect. E
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3. COVENANTS OF MORTGAGOR i
s
Mortgagor covenants and agrees with Mortgagee as follows: i
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a. Secured Indebtedness: This Mortgage is given as security for the Note and also as security for any n
and all other sums, indebtedness, obligations and liabilities of any and every kind arising, under the C
Note or this Mortgage, as amended or modified or supplemented from time to time, and any and all o
renewals, modifications or extensions of any or all of the foregoing (all of which are collectively r
referred to herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally p
secured with and having the same priority as any amounts owed at the date hereof. o
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b. Performance of Note, Mortgage: Mortgagor shall perform, observe and comply with all a
provisions hereof and of the Note and shall promptly pay, in lawful money of [COUNTRY], to t
i
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1403
n
.
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Mortgagee the Secured Indebtedness with interest thereon as provided in the Note, this Mortgage
and all other documents constituting the Secured Indebtedness.
c. Extent Of Payment Other Than Principal And Interest: Mortgagor shall pay, when due and
payable, (1) all taxes, assessments, general or special, and other charges levied on, or assessed, placed
or made against the Premises, this instrument or the Secured Indebtedness or any interest of the
Mortgagee in the Premises or the obligations secured hereby; (2) premiums on policies of fire and
other hazard insurance covering the Premises, as required herein; (3) ground rents or other lease
rentals; and (4) other sums related to the Premises or the indebtedness secured hereby, if any, payable
by Mortgagor.
d. Insurance: Mortgagor shall, at its sole cost and expense, keep the Premises insured against all hazards
as is customary and reasonable for properties of similar type and nature located in [CITY,
STATE/PROVINCE].
e. Care of Property: Mortgagor shall maintain the Premises in good condition and repair and shall
not commit or suffer any material waste to the Premises.
f. Prior Mortgage: With regard to the Prior Mortgage, Mortgagor hereby agrees to: (i) Pay
promptly, when due, all installments of principal and interest and all other sums and charges made
payable by the Prior Mortgage; (ii) Promptly perform and observe all of the terms, covenants and
conditions required to be performed and observed by Mortgagor under the Prior Mortgage, within
the period provided in said Prior Mortgage; (iii) Promptly notify Mortgagee of any default, or notice
claiming any event of default by Mortgagor in the performance or observance of any term, covenant
or condition to be performed or observed by Mortgagor under any such Prior Mortgage. (iv)
Mortgagor will not request nor will it accept any voluntary future advances under the Prior
Mortgage without Mortgagee's prior written consent, which consent shall not be unreasonably
withheld.
DEFAULTS
g. Event of Default: The occurrence of any one of the following events which shall not be cured
within [NUMBER] days after written notice of the occurrence of the event, if the default is
monetary, or which shall not be cured within [NUMBER] days after written notice from
Mortgagee, if the default is non-monetary, shall constitute an "Event of Default": (a) Mortgagor fails
to pay the Secured Indebtedness, or any part thereof, or the taxes, insurance and other charges, as
herein before provided, when and as the same shall become due and payable; (b) Any material
warranty of Mortgagor herein contained, or contained in the Note, proves untrue or misleading in
any material respect; (c) Mortgagor materially fails to keep, observe, perform, carry out and execute
the covenants, agreements, obligations and conditions set out in this Mortgage, or in the Note; (d)
1404
Foreclosure proceedings (whether judicial or otherwise) are instituted on any mortgage or any lien
of any kind secured by any portion of the Premises and affecting the priority of this Mortgage.
h. Options Of Mortgagee Upon Event Of Default: Upon the occurrence of any Event of Default,
the Mortgagee may immediately do any one or more of the following: (a) Declare the total Secured
Indebtedness, including without limitation all payments for taxes, assessments, insurance
premiums, liens, costs, expenses and attorney's fees herein specified, without notice to Mortgagor
(such notice being hereby expressly waived), to be due and collectible at once, by foreclosure or
otherwise; (b) Pursue any and all remedies available under the Uniform Commercial Code; it being
hereby agreed that [NUMBER] days' notice as to the time, date and place of any proposed sale shall
be reasonable; (c) In the event that Mortgagee elects to accelerate the maturity of the Secured
Indebtedness and declares the Secured Indebtedness to be due and payable in full at once, or as may
be provided for in the Note, or any other provision or term of this Mortgage, then Mortgagee shall
have the right to pursue all of Mortgagee's rights and remedies for the collection of such Secured
Indebtedness, whether such rights and remedies are granted by this Mortgage, any other agreement,
law, equity or otherwise, to include, without limitation, the institution of foreclosure proceedings
against the Premises under the terms of this Mortgage and any applicable state or federal law.
4. Prior Liens
Mortgagor shall keep the Premises free from all prior liens (except for those consented to by Mortgagee).
5. Notice, Demand and Request
Every provision for notice and demand or request shall be deemed fulfilled by written notice and
demand or request delivered in accordance with the provisions of the Note relating to notice.
6. Meaning of Words
The words "Mortgagor" and "Mortgagee" whenever used herein shall include all individuals,
corporations (and if a corporation, its officers, employees or agents), trusts and any and all other persons
or entities, and the respective heirs, executors, administrators, legal representatives, successors and
assigns of the parties hereto, and all those holding under either of them. The pronouns used herein shall
include, when appropriate, either gender and both singular and plural. The word "Note" shall also
include one or more notes and the grammatical construction of sentences shall conform thereto.
1405
7. Severability
If any provision of this Mortgage or any other Loan Document or the application thereof shall, for any
reason and to any extent, be invalid or unenforceable, neither the remainder of the instrument in which
such provision is contained, nor the application of the provision to other persons, entities or
circumstances, nor any other instrument referred to hereinabove shall be affected thereby, but instead
shall be enforced to the maximum extent permitted by law.
8. Governing Law
The terms and provisions of this Mortgage are to be governed by the laws of the State of
[STATE/PROVINVE]. No payment of interest or in the nature of interest for any debt secured in part
by this Mortgage shall exceed the maximum amount permitted by law. Any payment in excess of the
maximum amount shall be applied or disbursed as provided in the Note in regard to such amounts
which are paid by the Mortgagor or received by the Mortgagee.
9. Descriptive Headings
The descriptive headings used herein are for convenience of reference only, and they are not intended
to have any effect whatsoever in determining the rights or obligations of the Mortgagor or Mortgagee
and they shall not be used in the interpretation or construction hereof.
10. Attorney's Fees
As used in this Mortgage, attorneys' fees shall include, but not be limited to, fees incurred in all matters
of collection and enforcement, construction and interpretation, before, during and after suit, trial,
appeals and Proceedings. Attorneys' fees shall also include hourly charges for paralegals, law clerks and
other staff members operating under the supervision of an attorney.
11. Exculpation
Notwithstanding anything contained herein to the contrary, the Note which this Mortgage secures is a
non-recourse Note and such Note shall be enforced against Mortgagor only to the extent of Mortgagor's
interest in the Premises as described herein and to the extent of Mortgagor's interest in any personality
as may be described herein.
1406
MORTGAGOR MORTGAGEE
1407
MUTUAL CANCELLATION OF LEASE
This Mutual Cancellation of Lease (the "Agreement") is made and effective the [DATE],
TERMS
FOR GOOD CONSIDERATION, Lessee and Lessor, under a certain Lease agreement between the
parties under date of [DATE] (the “Lease”), do hereby mutually agree to terminate and cancel said Lease
effective [DATE] and all rights and obligations under said Lease shall thereupon be cancelled excepting
only for any obligations under the Lease accruing prior to the effective termination date.
This agreement shall be binding upon the parties, their successors, assigns and personal representatives.
LESSOR LESSEE

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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF BREACH OF LEASE
You are hereby given notice that you are in breach of your tenancy of the premises located at [Address]
under the terms of the lease dated [Date], between [LANDLORD] and [TENANT].
You are in breach of the lease because you have failed to comply with the terms and conditions of your
tenancy, as follows:
[LIST HOW TENANT HAS VIOLATED THE LEASE IN CLEAR AND CONCISE
LANGUAGE]
If this breach of lease is not corrected within [Number] days from the date of this letter, we will have no
choice but to exercise all other legal means available to protect our rights under applicable law.
Please consider this letter a final demand for you to remedy this situation. If you fail to comply, the
undersigned may commence eviction proceedings against you.
Thank you for your anticipated cooperation.
Sincerely,
1409
Your name
Your title
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF LATE FEE OWED
We received your rent payment in the amount of [Amount] on [Date]. Thank you. If you recall from
the rent agreement, a [Amount] fee will be assessed for payment received after the first of the month.
Therefore, we still need [Amount] from you, calculated as follows:
Rent Due
Late Fee
Payment
TOTAL
Please make the check payable to [Company name] and mail it to the address shown below. If you have
any questions, please call [Name] at [Number].
Sincerely,
Your name
Your title
Telephone contact
1411
1412
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF NSF CHECK CHARGE AND

LATE FEE OWED
Although we received your rent payment, your check was returned by the bank for non-sufficient funds
in your bank account. If you recall from the rent agreement, all rent payments must be received by us
on the first of every month. A [Amount] fee will be assessed for rent payments received after the first of
every month. In addition, a [Amount] service charge will be assessed for returned checks.
Because your check was marked non-sufficient funds, you must immediately pay by CASHIER'S
CHECK OR MONEY ORDER. We cannot accept a personal check. Therefore, we still need
[Amount] from you, calculated as follows:
Rent Due
Late Fee
NSF Fee
TOTAL
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Sincerely,
Your name
Your title
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E
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE THAT EVICTION WILL BE FILED

IN COURT
It is never a pleasure to write this type of letter but it has come to my attention that your company has
failed to comply with the terms of your agreement with us dated [Date]. I understand that you have
been given a [NUMBER] day notice in accordance with state and local laws and have failed to move.
Therefore, I have instructed the [Office/Premisse] manager not to accept any payment from you. All
amounts you still owe will be offset against your security deposit or collected in a legal action.
If you have not moved out of your [Office/Premisse] by [Date], I will file suit the next day. I will also
obtain an injunction forcing your removal, with the aid of the police. The lawsuit will be for the
amounts owed under the agreement, the costs of filing suit, attorney's fees and enforcement. I plan to
zealously collect these amounts from you. When you are evicted, I also plan to inform credit reporting
and other agencies of this action.
This position is not negotiable so please govern yourself accordingly. Feel free to contact me if you have
any questions.
Sincerely,
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Your name
Your title ©
Telephone contact C
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Contact Name
Address
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Zip/Postal Code
OBJECT: OFFER TO LEASE SPACE IN YOUR BUILDING
We have now reviewed your property at [Address] (the “Property”) and are quite interested in leasing
space in the Property. We believe we would be excellent tenants and are prepared to consummate a lease
As a way to commence our discussions, let us lay out some of the key terms which we believe would be
acceptable to us:
Leased Premises: The [Storey] floor at the Property, consisting of

approximately [Number] square feet.
Commencement Date of Lease: [Date]
Length of Lease: [Number] years
Monthly Rent: [Amount] for the first [Number] years of the Lease.
[Amount] for the remaining [Number] years of the Lease.
Utilities: All utilities to be paid for by the Lessee, except for [Describe].
Parking: Lessee to have [Number] parking spaces in the building.
Use of Leases Premises: General office use and/or any other legal use.
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Improvements: Lessor to make the following improvements to the Lease
Premises prior to Lessee’s occupancy: [Describe].
Right to Renew: Lessee to have the right to renew the Lease for an additional
[Number] years, for [Amount] per month rent.
Taxes: All taxes on the property shall be payable by Lessor.
Assignment & Subletting: The Leased Premises shall not be assigned or sublet without
the consent of Lessor, which consent shall not be
Form of Lease: To be mutually agreed upon between Lessor and Lessee.
We are happy to discuss any of these terms and look forward to a long and mutually beneficial
relationship. So that you may appreciate how responsible of a tenant we would be, I enclose some
background information on our company.
Let us set up a meeting to discuss this as soon as possible.
Sincerely,
Your name
Your title
Telephone contact
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OPTION TO EXPAND SPACED LEASE
This Option to Lease Agreement (the “Agreement”) is made and effective [DATE],
TERMS
A. Landlord hereby agrees that Tenant shall be offered the right of refusal to lease all or any portion
of [describe other space in the building or designated space] (the “Expansion Space”), as it may
become available for lease from time to time. Whenever any portion of the Expansion Space
becomes available for lease, Landlord shall provide Tenant with written notice of such
availability, which notice shall include the date when Tenant would begin occupancy of such
Expansion Space and the rental rate which Tenant shall pay for such Expansion Space.
B. All other terms and conditions shall be those contained in the Lease between Landlord and
Tenant and any Expansion Space leased shall be incorporated in the Lease through execution of
an addendum to the Lease. Tenant shall then have [NUMBER] days to respond to such offer
and to either accept or reject such Expansion Space. Tenant’s failure to respond timely to such
offer shall be construed as a rejection of Landlord’s written offer.
C. Should Tenant reject the offer to lease any particular Expansion Space when offered, Landlord
shall have the right to lease all remaining Expansion Space to other prospective tenants, so long
as the terms and conditions of such lease are not more favorable than those offered to Tenant.
1419
LANDLORD TENANT
1420
OPTION TO LEASE AGREEMENT
IN CONSIDERATION OF the sum of [AMOUNT] paid by the tenant to the landlord, the receipt
whereof is hereby acknowledged, the landlord hereby grants to the tenant, its successors, and assigns, the
exclusive option to lease the above-mentioned property as per the attached Lease, upon the following
terms and conditions:
1. TERM OF OPTION
This option and all rights and privileges hereunder shall expire the day of [DATE].
2. NOTICE OF EXERCISE OF OPTION
This option is to be exercised by the tenant by written notice delivered personally or forwarded by
registered or certified mail, return receipt requested, within the time limited in paragraph 1 to the
landlord at the address first above recited.
3. APPLICATION OF OPTION PAYMENT
In the event that the tenant does not exercise his option as herein provided, all sums paid on account
thereon shall be retained by the landlord as consideration for this option free of all claims of the tenant,
and neither party shall have any further rights or claims against the other.
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4. EFFECT OF EXERCISE OF OPTION
In the event that the tenant does exercise its option as herein provided, the sum paid on account of the
option shall be applied to the first month's rent, and the terms, covenants, and conditions in the attached
Lease Agreement shall become the contract of the parties.
LANDLORD TENANT
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OPTION TO PURCHASE PROPERTY
This Option to Purchase Property (the “Agreement”) is made and effective [DATE],
RECITALS
This Agreement is entered into upon the basis of the following facts and intentions of the parties:
A. Seller owns that certain real property described in Exhibit A hereto (the Property”).
B. Buyer desires to obtain an option to purchase the Property from Seller and Seller is willing to
grant such an option to Buyer.
1. Option
As of the date hereof, the Seller grants to Buyer an option (the “Option”) to purchase the Property from
Seller upon all of the terms, covenants and conditions hereinafter set forth. This option may be recorded
at the election of Buyer.
2. Consideration for the Option
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As consideration for the Option, Buyer shall pay to Seller the sum of [AMOUNT] on the date hereof.
In the event this option is exercised, all consideration paid for the Option shall be applied against and be
deemed to be a payment upon the purchase price. In the event that Buyer does not exercise the Option,
the consideration paid to Buyer for the Option may be retained by Seller without deduction or offset.
3. Term and Exercise
his intention to exercise the Option.
4. Purchase Price
[AMOUNT] per share, payable in cash.
5. Terms
The other terms applicable to the purchase are as follows:
[describe condition of property; title insurance to be obtained; treatment of deeds of trust and
encumbrances; who pays closing costs, etc.]
6. Representations and Warranties of Seller
A. The Seller has full power and authority to execute and deliver this Agreement, and this
Agreement is a valid and binding agreement enforceable against the Seller in accordance with its
terms;
B. Neither the execution of this Agreement nor the sale of the Property will constitute a violation
of, or conflict with, or default under, any contract, commitment, agreement, understanding or
1424
arrangement to which the Seller is a party or by which Seller is bound or of any law, decree, or
judgment;
C. Now and up to the time of exercise of the Option, the Seller will have valid title to the Property,
free and clear of all claims, liens, charges, encumbrances deeds of trust and security interests
other than ;
D. [Other representations and warranties as appropriate].
7. Cooperation
8. Purchase and Sale
Property, represented by appropriate [identify either warranty deed or quitclaim deed].
9. Survival
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10. Modification; Assignment p
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This Agreement may not be modified, amended, altered or supplemented except upon the execution r
and delivery of a written agreement executed by the parties hereto. Buyer may assign his rights under i
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[STATE/PROVINCE].
SELLER BUYER
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PROPERTY MANAGEMENT AGREEMENT r
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This Property Management Agreement (the “Agreement”) is made and effective [DATE],
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A. Owner holds title to the following-described real property:
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[insert legal or other appropriate description], here referred to as the property.
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B. Agent is experienced in the business of operating and managing real estate similar to the above-
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described property.
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C. Owner desires to engage the services of agent to manage and operate the property, and agent
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desires to provide such services on the following terms and conditions.
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In consideration of the mutual covenants contained herein, the parties agree:
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1. EMPLOYMENT OF AGENT
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Agent shall act as the exclusive agent of owner to manage, operate and maintain the property.
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2. BEST EFFORTS OF AGENT
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On assuming the management and operation of the property, agent shall thoroughly inspect the
property and submit a written report to owner. The written report shall contain the opinion of agent
concerning the present efficiency under which the property is being managed and operated, and
recommended changes, if necessary, in the management structure of the property, in the rehabilitation
of the property, and any other matters that will improve the efficient management and operation of the
property. After conferring with owner and obtaining approval to make any necessary improvements,
agent shall undertake completion of the improvements.
3. LEASING OF PROPERTY
Agent shall make reasonable efforts to lease available space of the property, and shall be responsible for
all negotiations with prospective tenants. Agent shall also have the right to execute and enter into, on
behalf of owner, month-to-month tenancies of units of the property. Agent may negotiate all extensions
and renewals of such month-to-month tenancies and leases. Agent shall not, without the prior written
consent of owner, enter into any lease for a term less than [NUMBER] months or more than
[NUMBER] months. Agent shall have the right to make concessions, including rental concessions, as
inducements to prospective tenants to occupy the property.
4. ADVERTISING AND PROMOTION
Agent shall advertise vacancies by all reasonable and proper means; provided, agent shall not incur
expenses for advertising in excess of [AMOUNT] during any calendar quarter without the prior written
consent of owner.
5. MAINTENANCE, REPAIRS AND OPERATIONS
Agent shall use its best efforts to insure that the property is maintained in an attractive condition and in
a good state of repair. In this regard, agent shall use its best skills and efforts to serve the tenants of the
property and shall purchase necessary supplies, make contracts for, or otherwise furnish, electricity, gas,
fuel, water, telephone, window cleaning, refuse disposal, pest control, and any other utilities or services
required for the operation of the property. Agent shall make or cause to be made and supervise necessary
repairs and alterations and shall decorate and furnish the property. Expenditures for repairs, alterations,
decorations or furnishings in excess of [AMOUNT] shall not be made without prior written consent of
owner, except in the case of emergency, or if agent in good faith determines that such expenditures are
necessary to protect the property from damage, to prevent injury to persons or loss of life, or to maintain
services to tenants.
1428
6. EMPLOYEES
6.1. Agent shall employ, discharge and supervise all on-site employees or contractors required for
the efficient operation and maintenance of the property. All on-site personnel, except
independent contractors and employees of independent contractors, shall be the employees of
agent. Agent shall pay the salaries of such on-site employees and, to the extent there are revenues
from the property available, pay all charges for services rendered by independent contractors
and the employees of independent contractors.
6.2. All salaries (including all contributions of employer not listed in the paycheck) of such on-site
employees shall be charged to owner. To the extent there are insufficient funds available from
revenues received from the operation of the property to reimburse agent for such salaries,
owner shall directly reimburse agent within [NUMBER] days after demand by agent for
reimbursement. Agent shall not be responsible or liable to owner for any act, default or
negligence of on-site personnel, or for any error of judgment or mistake of law or fact in
connection with their employment, conduct or discharge except that agent shall be responsible
for any such act, default or negligence that is due directly or indirectly to its own negligent act
or omission in the hiring or supervision of any such on-site personnel.
6.3. On-site personnel shall include all resident personnel, including, but not limited to, managers
and maintenance personnel, all recreational personnel (whether part-time or full-time), day-
care center personnel, and all other individuals located, rendering services or performing
activities on the property in connection with its operation.
7. GOVERNMENT REGULATIONS
Agent shall manage the property in full compliance with all laws and regulations of any federal, state,
county or municipal authority having jurisdiction over the property.
8. INSURANCE
8.1. Agent shall obtain the following insurance at the expense of owner, and such insurance shall be
maintained in force during the full term of this agreement:
8.1.1. Comprehensive public liability property insurance of [AMOUNT] single limit for
bodily injury, death and property damage;
1429
8.1.2. Fire and extended coverage hazard insurance in an amount equal to the full replacement
cost of the structure and other improvements situated on the property; and
8.1.3. A fidelity bond in the amount of [AMOUNT] on each employee who handles cash,
and workers’ compensation and employer liability insurance to cover the agents and
employees of both employer and agent.
8.2. All of the policies shall name agent and owner as co-insureds as their respective interests may
appear. Agent shall deliver certificates evidencing such insurance coverage to owner within
[NUMBER] days from the issuance and renewal of the policies. Owner shall cooperate with
agent and any insurer in the making and delivery of all reports, notices, and other items required
in connection with any of the insurance policies.
9. COLLECTION OF INCOME; INSTITUTION OF LEGAL ACTION
9.1. Agent shall use its best efforts to collect promptly all rents and other income issuing from the
property when such amounts become due. It is understood that agent does not guarantee the
collection of rents.
9.2. Agent shall, in the name of owner, execute and serve such notices and demands on delinquent
tenants as agent may deem necessary or proper. Agent, in the name of owners, shall institute,
settle or compromise any legal action and make use of such methods of legal process against a
delinquent tenant or the property of a delinquent tenant as may be necessary to enforce the
collection of rent or other sums due from the tenant, to enforce any covenants or conditions of
any lease or month-to-month rental agreement, and to recover possession of any part of the
property. No other form of legal action will be instituted and no settlement, compromise, or
adjustment of any matters involved therein shall be made without the prior written consent of
owner, except when agent determines that immediate action is necessary.
10. BANK ACCOUNTS
Agent shall deposit (either directly or in a depositary bank for transmittal) all revenues from the property
into the general property management trust fund of agent, here referred to as the trust account. Agent
shall not commingle any of the above-described revenues with any funds or other property of agent.
From the revenues deposited in the trust account, agent shall pay all items with respect to the property
for which payment is provided in this agreement, including the compensation of agent and deposits to
the reserve accounts as provided for in Section Eleven. After such payments agent shall remit any balance
1430
of any monthly revenues to owner concurrently with the delivery of the monthly report referred to in
Section Twelve.
11. RESERVE ACCOUNT
11.1 Agent shall establish a reserve account for the following items: taxes, assessments, debt service,
insurance premiums, repairs (other than normal maintenance), replacement of personal property,
and refundable deposits. Agent shall use its best judgment in transferring adequate funds from the
trust account to the reserve account in order to pay the above items without incurring late pay
interest fees, cancellations or forfeitures. If the reserve account contains inadequate funds to pay
any of the above items, agent must obtain approval from owner before paying the items directly
from the trust account. If owner determines that the funds in the reserve account are excessive,
owner shall direct that agent return such excess funds to the trust account. The reserve account shall
be maintained in an interest-bearing savings account in a national or state bank that is a member of
the Federal Deposit Insurance Corporation.
11.2 Anything in this agreement to the contrary notwithstanding, agent shall not be liable for any
failure or bankruptcy of any bank used as a depository of any funds maintained in the reserve
account.
12.1 Agent will keep books, accounts and records that reflect all revenues and all expenditures
incurred in connection with the management and operation of the property. The books, accounts
and records shall be maintained at the principal place of business of agent. Agent shall, during
regular business hours, make the books, accounts and records required to be maintained hereunder
available to owner or the representatives of owner for examination and audit by appointment on no
less than [NUMBER] days’ prior notice. All such audits shall be at the expense of owner.
12.2 Agent shall furnish owner, no later than the end of the next succeeding month, a detailed
statement of all revenues and expenditures for each preceding month, a summary of all concessions
and rental concessions given to induce prospective tenants to occupy the property, the original copy
of all invoices, statements, purchase orders and billings received and paid during such preceding
month, as well as such other information relating to the operation or management of the property
that, in the opinion of agent, requires the attention of owner. Owner shall retain for safekeeping
and store all original invoices, statements, purchase orders, billings and other documents delivered
by agent with respect to the property. Owner, on payment of reasonable costs incurred by it, shall
make available to agent copies of all or any portion of any invoice, statement, purchase order, billing
report or other document received from agent with respect to the property.
1431
12.3 Within [NUMBER] days after the end of each calendar year, agent shall prepare and deliver to
owner a detailed statement of revenues received and expenditures incurred and paid during the
calendar year that result from operations of the property. Within [NUMBER] days, following
expiration or termination of this agreement, agent shall deliver to owner all books, accounts and
records pertaining to the property.
13. COMPENSATION OF AGENT
Agent shall receive a management fee equal to [%] of the gross receipts collected from the operation of
the property. Gross receipts are defined as all revenues collected plus refundable deposits. Any
management fee due agent hereunder shall be paid to agent within [NUMBER] days after the end of
each month.
COMMISSIONS FOR NEGOTIATING LEASES OR MONTH-TO-MONTH RENTAL

AGREEMENTS
Agent shall receive no commissions or additional compensation for negotiating leases or month-to-
month rental agreements with tenants.
14. OFFICE SPACE FOR AGENT
Owner shall allow agent to occupy the office numbered [NUMBER], on the [NUMBER] floor of the
property, rent-free for the duration of this agreement. [All expenses other than rent incurred by agent
in the occupation and use of this office space shall be borne by agent.]
15. ADDITIONAL DUTIES AND RIGHTS OF AGENT
In addition to the foregoing, agent shall perform all services that are necessary and proper for the
operation and management of the property, and shall report to owner promptly any conditions
concerning the property that, in the opinion of agent, require the attention of owner.
In order to properly perform the services required by this agreement, agent is authorized to engage, on
behalf of owner, any entity that is an affiliate of agent, provided that the compensation paid for the
services shall be competitive with nonaffiliated entities providing the same or similar services.
1432
16. TERMINATION AND RENEWAL
This agreement shall be for a term commencing on [date], and ending on [date]. At the termination of
this agreement, it shall be renewed automatically on a month-to-month basis that may be terminated by
either party by giving not less than [NUMBER] days’ notice in writing to the other party.
17. TERMINATION FOR CAUSE
If agent breaches any of the terms of this agreement, owner shall give agent written notice of such breach.
If agent fails to remedy the breach within [NUMBER] days after receiving the above-described notice,
owner may terminate this agreement.
18. SALE OF PROPERTY
On the voluntary sale of the property by owner and the delivery of the deed of conveyance therefor, this
agreement shall automatically terminate. Owner shall notify agent of the sale of the property as soon as
such sale is negotiated.
19. CONDEMNATION
This agreement shall terminate in the event of a total condemnation of the property. If there is a partial
condemnation of the property, this agreement may be terminated at the option of owner. If such a
partial condemnation of the property reduces the compensation of agent by more than [%], agent may
terminate this agreement. Owner shall be entitled to all consequential damages awarded as a result of
any eminent domain proceeding.
20. BANKRUPTCY
If bankruptcy proceedings, whether voluntary or involuntary, are commenced against either owner or
agent, or if either party enters into a composition agreement with its creditors, either party may
terminate this agreement by giving [NUMBER] days’ written notice to the other party.
21. NO PROPERTY INTEREST CREATED
1433
Nothing contained in this agreement shall be deemed to create or shall be construed as creating in agent
any property interest in or to the property.
22. LICENSING OF AGENT
Agent shall at all times during the term of this agreement maintain such licenses and permits as are
required for any of the various services to be performed by agent on behalf of owner.
Agent is an independent contractor and not an employee of owner for any purpose.
24. COVENANTS AND CONDITIONS
All of the terms and conditions of this agreement are expressly intended to be construed as covenants as
well as conditions.
25. NOTICE
All notices, requests, demands or other communications hereunder shall be in writing, and shall be
deemed to have been duly given if delivered in person, or within [NUMBER] days after deposited in
the mail, postage prepaid, certified, with return receipt requested, or otherwise actually delivered to
owner at
[insert complete mailing address, including ZIP code],
or to agent at
[insert complete mailing address, including ZIP code].
Either party hereto may change the address at which it receives written notices by so notifying the other
party hereto in writing.
1434
26. PARTIES BOUND; ASSIGNMENT
This agreement shall be binding on and inure to the benefit of the successors and assigns of the parties
hereto, and their respective successors and assigns; provided, however, that this agreement may not be
assigned by agent without prior written consent of owner, or by owner without prior written consent
of agent. Anything in the foregoing to the contrary notwithstanding, agent may, without the consent
of owner, delegate the performance of (but not responsibility for) any duties and obligations of agent to
any independent contractor or entity.
Should any section or any part of any section of this agreement be rendered void, invalid or
unenforceable for any reason by any court of law exercising competent jurisdiction, such a
determination shall not render void, invalid or unenforceable any other section or any part of any section
in this agreement.
28. GOVERNING LAW
This agreement has been made and entered into in the State of [STATE/PROVINCE], and the laws of
such state shall govern the validity and interpretation of this agreement and the performance due
hereunder.
29. INTEGRATION
The drafting, execution and delivery of this agreement by the parties have been induced by no
representations, statements, warranties or agreements other than those expressed in this agreement. This
agreement embodies the entire understanding of the parties, and there are no further or other
agreements or understandings, written or oral, in effect between the parties relating to the subject matter
hereof unless expressly referred to in this agreement.
30. ARBITRATION
In case of any dispute regarding any terms or performance of the terms of this agreement, the dispute
shall be subject to arbitration in accordance with the rules and regulations then obtaining under the
[ASSOCIATION/ORGANIZATION].
1435
31. ATTORNEY FEES
Should either party bring suit to enforce any of the terms of this agreement, the prevailing party shall be
entitled to recover court costs and reasonable attorney fees.
32. MODIFICATION
This agreement may not be modified unless such modification is in writing and signed by both parties
to this agreement.
LESSOR LESSEE
1436
REAL ESTATE SALESMAN INDEPENDENT
CONTRACTOR AGREEMENT
This Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [BROKER NAME] (the "Broker"), a corporation organized and existing under the
AND: [SALESMAN NAME] (the "Salesman"), a corporation organized and existing under the laws
RECITALS
The Parties recite that:
A. Broker is duly registered and licensed with the State of [STATE/PROVINCE] as a real estate
broker whose license expires [DATE].
B. Salesman is duly registered and licensed with the State of [STATE/PROVINCE] as a real estate
salesman whose license expires [DATE].
In consideration of the mutual covenants set forth below, the parties agree as follows:
1. STATEMENT OF EMPLOYMENT
Effective as of the date of this Agreement, Broker employs Salesman as a real estate salesman.
2. DUTIES OF SALESMAN
1437
Salesman will carry on the customary activities of a real estate salesman, including, but not necessarily
limited to, the showing of parcels of real estate on which Broker has listings, thesale of such property in
accordance with the terms of the listings, the solicitation of new listings, and such other services
pertaining to the real estate business as Broker may require of him. Salesman shall devote his entire time
and attention to such duties and shall use his best efforts with regard to all of such duties.
3. COMMISSIONS ON SALES
Broker shall pay to Salesman a commission equal to [%] percent of the total commission received by
Broker, on sales made by Salesman and completed during the effective period of this Agreement.
Furthermore, during the effective period of this Agreement, Broker will advance to Salesman against
commissions to be earned the sum of [AMOUNT] per month, provided that Salesman may elect to
draw commissions as earned.
4. DURATION OF AGREEMENT; TERMINATION
The term of this Agreement shall be for [NUMBER] years, commencing on the date of this Agreement.
Either party may terminate this Agreement by [NUMBER] days' written notice to the other party. If,
on termination of this Agreement, Broker has advanced to Salesman against commissions to be earned
a sum of commissions actually earned by Salesman, Salesman will promptly refund the amount of the
excess advances.
5. ACCESS TO LISTINGS AND OTHER INFORMATION
Broker will give Salesman access to its confidential files pertaining to listings of property, prospects for
the sale of such property, and other related matters. Broker shall also furnish Salesman personal contacts
with persons interested in selling or buying such property, and shall generally aid Salesman in every way
possible with respect to such sales and Salesman's duties hereunder.
6. LOYALTY TO BROKER'S INTEREST
Salesman will not during the term of this Agreement be engaged in any other business activity, whether
or not pursued for gain, profit, or other pecuniary advantage, provided, however, that Salesman may
invest his assets in such form or manner as will not require his expenditure of any undue amount of
time.
1438
7. NONDISCLOSURE OF TRADE SECRETS
Salesman recognizes and acknowledges that the information that will be furnished to him concerning
Broker's customers, listings, holdings, investments, transactions, and other confidential matters
constitutes a valuable, special, and unique asset and trade secret of Broker's business. Accordingly,
Salesman will not, during or after the term of his employment hereunder, disclose any such information
or any part thereof to any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever.
8. WRITTEN CONTRACT AS CONSTITUTING ENTIRE AGREEMENT
This Agreement constitutes the entire contract and agreement between parties, and there are no verbal
understandings or other agreements of any nature with respect to the subject matter hereof except those
contained in this Agreement.
9. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and
assigns of the parties hereto.
10. GOVERNING LAW
This Agreement shall be governed, interpreted and construed by, through and under the laws of the
state of [STATE/PROVINCE].
11. ATTORNEYS' FEES
In the event of any legal or equitable action, including any appeals, which may arise hereunder between
or among the parties hereto, the prevailing party shall be entitled to recover a reasonable attorneys' fee.
1439
Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members
operating under the supervision of an attorney.
12. SEVERANCE
The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining
provisions and portions hereof.
13. HEADINGS
The paragraph headings contained herein are for convenience of reference only and are not to be used
in the construction or interpretation hereof.
BROKER SALESMAN
1440
R ECEIPT F OR L EASE S ECURITY D EPOSIT
Date
Landlord Tenant
Address Address
Name Name
Phone Phone
Description Of Lease
The Landlord acknowledges receipt of the sum of [AMOUNT] paid by the Tenant under the lease
described above.
This Security Deposit payment will be held by the Landlord under the terms of this lease, and unless
required by law, will not bear any interest. This Security Deposit will be repaid when due under the
terms of the lease.
1441
LANDLORD TENANT

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Address
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Zip/Postal Code
OBJECT: R EQUEST TO I NCLUDE L ANDLORD IN T ENANT ' S

L IABILITY I NSURANCE
In case you have not had an opportunity to read through the Master Lease, please note that there is an
insurance clause that requires the tenant to carry public liability insurance of [Amount] and property
damage insurance of [Amount]. The landlord, [Contact name], must be named as additional insured.
Inasmuch as we are sub-leasing these offices to you, please have [Contact name] named also, and ask
your agent to send us a notice to that effect.
Thank you very much.
Sincerely,
Your name
Your title
Telephone contact
1443
SUBLEASE AGREEMENT
This Sublease Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [SUB LESSOR NAME] (the "Sub lessor"), a corporation organized and existing under
AND: [SUB LESSEE NAME] (the "Sub lessee"), a corporation organized and existing under the laws
RECITALS
In consideration of the covenants and agreements hereinafter set forth to be kept and performed by the
parties hereto, Sub lessor, hereby subleases to Sub lessee and Sub lessee does hereby take, lease, and hire
from Sub lessor the Leased Premises hereinafter described for the period, and at the rental, subject to,
and upon the terms and conditions hereinafter set forth, as follows:
a. Lessee has leased a building consisting of [number] floors and approximately [number]
square feet of office space from [name], lessor, of [address], [city], [state].
b. Lessee shall demise to sub lessee the [number] square feet of the building, all located on the
[#] floor, as more fully described in Exhibit A, which is attached to and made a part of this
sublease agreement.
2. TERM OF SUBLEASE
a. The term of this sublease agreement shall be for an initial period of [number] years,
commencing on [date], and terminating on [date], unless earlier terminated by breach of the
terms and conditions of this Sublease Agreement.
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b. Lessor concurs that sub lessee may remain in possession of the demised premises for the full
term of this sublease agreement, despite any change that may occur in the status of lessee or
the lease agreement between lessee and lessor.
3. Acceptance of Leased Premises
Sub lessee’s occupancy of the Leased Premises shall be conclusive evidence of Sub lessee's acceptance of
all improvements constituting the Leased Premises, in good and satisfactory condition and repair. Sub
lessee shall accept possession and use of the Leased Premises “as is” in their condition existing as of the
date hereof with all faults. Sub lessee, at Sub lessee’s sole cost and expense, shall promptly comply with
all applicable laws, ordinances, codes, rules, orders, directions and regulations of governmental authority
governing and regulating the use or occupancy of the Leased Premises as may now or hereafter be in
effect during the Term hereof and shall if so required make any alterations, additions or changes to the
Leased Premises as may be required by said laws, ordinances, codes, rules, directions and regulations.
4. Holding Over
Any holding over of the Leased Premises by Sub lessee after the expiration of the Term hereof shall only
be with the written consent of Sub lessor first had and obtained and shall be construed to be a tenancy
from month to month at a rental per month, or portion thereof, in an amount equal to [%] of the rent
due Sub lessor for the month immediately preceding such holding over, and shall otherwise be on the
same terms, conditions and covenants herein specified.
5. Sublease Termination and Condition of Premises
Upon the termination of this Sublease for any reason whatsoever, Sub lessee shall return possession of
the Leased Premises to Sub lessor or Sub lessor’s authorized agent in a good, clean and safe condition,
reasonable wear and tear excepted. On or before, and in any event no later than [number] days following
the date Sub lessee vacates the Leased Premises and returns possession of same to Sub lessor, Sub lessee
and Sub lessor, or authorized agents thereof, shall conduct a joint inspection of the Leased Premises. Sub
lessee at its cost shall thereafter promptly repair or correct any defects or deficiencies in the condition of
the Leased Premises, reasonable wear and tear excepted.
6. RENT
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Sub lessee shall pay to lessee as basic rent [amount] per month, on the [day] of each month, commencing
on [date], and continuing each month thereafter during the term of this sublease agreement. Sub lessee
shall pay all other sums due as additional rental under the provisions of this sublease agreement on the
basic rental payment due date first occurring after the additional rental payment arises.
payment of RENT
Sub lessee hereby covenants and agrees to pay rent to Sub lessor, without offset or deduction of any kind
whatsoever, in the form and at the times as herein specified. All rent shall be paid to Sub lessor at the
address specified in this Sublease unless and until Sub lessee is otherwise notified in writing. Base
Minimum Rent payments in the monthly amount set forth below shall be payable monthly, in advance,
due on the first (1st) day of each calendar month commencing on the Commencement Date hereof and
delinquent if not paid on or before the third (3rd) day of the month throughout the Term of this
Sublease. Rent for any period which is for less than one month shall be a pro rata portion of the monthly
installment. The required payments under Article 6 and all other charges payable by Sub lessee shall be
deemed to be additional rent.
7. Delinquent Payments
In the event Sub lessee shall fail to pay the rent or any installment thereof, or any other fees, costs, taxes
or expenses payable under this Sublease within [number] days after the said payment has become due,
Sub lessee agrees that Sub lessor will incur additional costs and expenses in the form of extra collection
efforts, administrative time, handling costs, and potential impairment of credit on loans for which this
Sublease may be a security. Both parties agree that in such event, Sub lessor, in addition to its other
remedies shall be entitled to recover a late payment charge against Sub lessee equal to [%] of the amount
not paid within said [number] day period. Additionally, any past due amounts under this Sublease shall
bear interest at the rate of the lesser of [%] per month or the maximum rate permitted by applicable law.
Sub lessee further agrees to pay Sub lessor any cost incurred by Sub lessor in effecting the collection of
such past due amount, including but not limited to attorneys' fees and/or collection agency fees. Sub
lessor shall have the right to require Sub lessee to pay monies due in the form of a cashier's check or
money order. Nothing herein contained shall limit any other remedy of Sub lessor with respect to such
payment delinquency.
8. Security Deposit
On execution of this Sublease, Sub lessee shall deposit with Sub lessor a sum equal to [amount] (the
“Security Deposit”) in order to provide security for the performance by Sub lessee of the provisions of
this Sublease. If Sub lessee is in default, Sub lessor may, but shall not be obligated to use the Security
Deposit, or any portion of it, to cure the default or to compensate Sub lessor for damage sustained by
Sub lessor resulting from Sub lessee's default. Sub lessee shall immediately on demand pay to Sub lessor
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a sum equal to the portion of the Security Deposit expended or applied by Sub lessor as provided in this
paragraph so as to maintain the Security Deposit in the sum initially deposited with Sub lessor. At the
expiration or termination of this Sublease, Sub lessor shall return the Security Deposit to Sub lessee or
its successor, less such amounts as are reasonably necessary to remedy Sub lessee's defaults, to repair
damages the Leased Premises caused by Sub lessee or to clean the Leased Premises upon such
termination, as soon as practicable thereafter. In the event of the sale or other conveyance of the Leased
Premises, the Security Deposit will be transferred to the purchaser or transferee and the Sub lessor will
be relieved of any liability with reference to such Security Deposit. Sub lessor shall not be required to
keep the Security Deposit separate from its other funds, and (unless otherwise required by law) Sub
lessee shall not be entitled to interest on the Security Deposit.
USE OF PREMISES
Permitted Use: The Leased Premises are to be used by Sub lessee for the sole purpose of [describe] and
for no other purpose whatsoever. Sub lessee shall not use or occupy the Leased Premises or permit the
same to be used or occupied for any use, purpose or business other than as provided in this Section a)
during the Term of this Sublease or any extension thereof.
Prohibited Activities: During the Term of Sublease or any extension thereof, Sub lessee shall not:
Use or permit the Leased Premises to be used for any purpose in violation of any statute, ordinance, rule,
order, or regulation of any governmental authority regulating the use or occupancy of the Leased
Premises.
Cause or permit any waste in or on the Leased Premises.
Use or permit the use of the Leased Premises in any manner that will tend to create a nuisance or tend
to adversely affect or injure the reputation of Sub lessor or its affiliates.
Allow any activity to be conducted on the premises or store any material on the Leased Premises which
will increase premiums for or violate the terms of any insurance policy(s) maintained by or for the
benefit of Sub lessor.
Store any explosive, radioactive, dangerous, hazardous or toxic materials in or about the Leased Premises.
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Use or allow the Leased Premises to be used for sleeping quarters, dwelling rooms or for any unlawful
purpose.
Build any fences, walls, barricades or other obstructions; or, install any radio, television, phonograph,
antennae, loud speakers, sound amplifiers, or similar devices on the roof, exterior walls or in the windows
of the Leased Premises, or make any changes to the interior or exterior of the Leased Premises without
Sub lessor's prior written consent.
Operational Permits: Sub lessee, prior to the Commencement Date, shall obtain and thereafter
continuously maintain in full force and effect for the Term of this Sublease or any extension thereof, at
no cost or expense to Sub lessor, any and all approvals, licenses, or permits required by any lawful
authority as of the Commencement Date or imposed thereafter, for the use of Leased Premises,
including but not limited to business licenses.
Compliance With Laws: Sub lessee shall comply with all federal, state, county, municipal, or other
statutes, laws, ordinances, regulations, rules, or orders of any governmental or quasi-governmental
entity, body, agency, commission, board, or official applicable to the Leased Premises and Sub lessee’s
business.
UTILITIES AND TAXES

a. Utility Charges: Sub lessee shall be responsible for and shall pay, and indemnify and hold
Sub lessor and the property of Sub lessor free and harmless from, all charges for the
furnishing of gas, water, electricity, telephone service, and other public utilities to the Leased
Premises during the Term of this Sublease or any extension thereof and for the removal of
garbage and rubbish from the Leased Premises during the Term of this Sublease or any
extension thereof. Sub lessor shall not be liable in damages or otherwise for any failure or
interruption of any utility service being furnished to the Leased Premises and no such failure
or interruption shall entitle Sub lessee to terminate this Sublease.
b. Personal Property Taxes: Sub lessee shall be responsible for and shall pay before they
become delinquent all taxes, assessments, or other charges levied or imposed by any
governmental entity on the equipment, trade fixtures, appliances, merchandise and other
personal property situated in, on, or about the Leased Premises including, without limiting
the generality of the other terms of this Section, any shelves, counters, vault doors, wall safes,
partitions, fixtures, machinery, or office equipment on the Leased Premises, whether put
there prior to or after the Commencement Date of this Sublease.
c. Real Property Taxes and Assessments: Sub lessee shall pay directly to the charging
authority all taxes (as hereinafter defined) respecting the Leased Premises. Sub lessee shall
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pay all taxes on or before [number] days prior to delinquency thereof. Sub lessee shall
promptly after payment of any taxes deliver to Sub lessor written receipts or other
satisfactory evidence of the payment thereof. As used herein, “taxes” shall mean all taxes,
assessments, fees, charges, levies, and penalties (if such penalties result from Sub lessee’s
delinquency in paying all or any taxes), of any kind and nature, general and special, ordinary
and extraordinary, unforeseen as well as foreseen (including, without limitation, all
installments of principal and interest required to pay any general or special assessments for
public improvements) now or hereafter imposed by any authority having the direct or
indirect power to tax, including, without limitation the federal government, and any state,
county, city, or other governmental or quasi-governmental authority, and any improvement
or assessment district or other agency or division thereof, whether such tax is:
i. levied or assessed against or with respect to the value, occupancy, or use of all or any
portion of the Leased Premises (as now constructed or as may at any time hereafter
be constructed, altered, or otherwise changed), or any legal or equitable interest of
Sub lessor in the Leased Premises or any part thereof; or
ii. levied or assessed against or with respect to Sub lessor's business of leasing the Leased
Premises, or with respect to the operation of the Leased Premises; or
iii. determined by the area of the Leased Premises or any part thereof, or by the gross
receipts, income, or rent and other sums payable hereunder by Sub lessee (including,
without limitation, any gross income or excise tax levied with respect to receipt of
such rent and/or other sums due under this Sublease); or
iv. imposed upon this transaction or any document to which Sub lessee is a party
creating or transferring any interest in the Leased Premises; or
v. imposed during the term of this Sublease or any extension thereof because of a
change in ownership of the Leased Premises which results in an increase of real
property taxes; or
vi. any tax or excise, however described, imposed (whether by reason of a change in the
method of taxation or assessment, creation of a new tax or charge, or any other
cause) in addition to, in substitution partially or totally of, or as an alternate to, any
tax previously included within the definition of taxes, or any tax the nature of which
was previously included in the definition of taxes, whether or not now customary
or within the contemplation of the parties.
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Taxes shall also include all charges, levies or fees imposed by reason of environmental regulation or other
governmental control of the Leased Premises, and all costs and expenses and reasonable attorneys’ fees
paid or incurred by Sub lessor in connection with:
(1) any proceeding to contest in whole or in part the imposition or collection of any taxes;
(2) negotiation with public authorities as to any taxes.
d. Proration of Taxes: Sub lessee's liability to pay taxes shall be prorated on the basis of a 365-
day year to account for any fractional portion of a fiscal tax year included in the lease Term
and its commencement and expiration.
e. Tax Delinquency: Failure of Sub lessee to pay promptly when due any of the charges
required to be paid under this Article shall constitute a default under the terms hereof in like
manner as a failure to pay rental when due, and if Sub lessor shall elect to pursue an unlawful
detainer action upon said default, then Sub lessor shall be entitled to claim as an amount of
additional rent owed for purposes of said unlawful detainer the amount of such taxes due
and payable by Sub lessee.
f. All Other Charges: Sub lessee shall pay to Sub lessor any and all charges, fees, taxes, and
other amounts due from Sub lessor to the master lessor of the Leased Premises prior to its
due date, for sums due or owing on or after the date of this Sublease.
g. Common Area Maintenance Charges: Sub lessee shall be responsible for, and shall pay
to Sub lessor on demand, any and all costs, fees, charges, assessments, expenses or payments
for which Sub lessor is obligated or liable under the Master Lease with respect to the
operation, maintenance and repair of common area of the Leased Premises. “Common area”
shall include, without limitation, those areas in or about the property of which the Leased
Premises are a part, which have been set aside for the general use, convenience and benefit
of the occupants of the property and their customers and employees, including, without
limitation, the automobile parking areas, sidewalks, landscaped areas and other areas for
pedestrian and vehicular use.
To the extent Sub lessor pays estimated amounts for such common area expenses, Sub lessee shall pay
such amounts to Sub lessor on demand from Sub lessor and shall be entitled to reimbursements and/or
offsets against future common area expenses as such reimbursements or offsets are received by Sub
lessor.
MAINTENANCE AND ALTERATIONS

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h. Maintenance by Sub lessee: Sub lessee shall, at its sole cost and expense, keep in good and
safe condition, order and repair all portions of the Leased Premises and all facilities
appurtenant thereto and every part thereof which Sub lessor is responsible to maintain or
repair as lessee under the Master Lease, including without limitation, all plumbing, heating,
air conditioning, ventilating, sprinkler, electrical and lighting facilities, interior walls,
interior surfaces of exterior walls, floors, ceilings, windows, doors, entrances, all glass
(including plate glass), and skylights located within the Leased Premises, walkways, parking
and service areas within or adjacent to the Leased Premises. If the Leased Premises are not so
maintained, and such condition continues [number] hours after notice or exists upon
expiration or termination hereof, Sub lessor may cause such maintenance to be performed
at Sub lessee's expense and/or may obtain maintenance contracts for the Store and charge
the Sub lessee for same. Sub lessor shall, when and if it deems necessary, make any and all
repairs on the Leased Premises, and Sub lessee hereby consents to such actions by Sub lessor.
Sub lessor may charge the Sub lessee for any of the foregoing repairs, if, in Sub lessor’s
opinion, such repairs are occasioned by Sub lessee's abuse or neglect. Sub lessee shall not
modify, alter, or add to the Leased Premises without the prior written consent of Sub lessor.
i. Damage; Abatement of Rent: Notwithstanding anything in this Sublease to the contrary,

Sub lessee at its own cost and expense shall repair and replace as necessary all portions of the
Leased Premises damaged by Sub lessee, its employees, agents, invitees, customers or visitors.
There shall be no abatement of rent or other sums payable by Sub lessee prior to or during
any repairs by Sub lessee or Sub lessor hereunder.
j. Alterations and Liens: Sub lessee shall not make or permit any other person to make any
structural changes, alterations, or additions to the Leased Premises or to any improvement
thereon or facility appurtenant thereto without the prior written consent of Sub lessor first
had and obtained. Sub lessee shall keep the Leased Premises free and clear from any and all
liens, claims, and demands for work performed, materials furnished, or operations
conducted on the Leased Premises at the instance or request of Sub lessee. As a condition to
giving its consent to any proposed alterations, Sub lessor may require that Sub lessee remove
any or all of said alterations at the expiration or sooner termination of the Sublease term and
restore the Leased Premises to its condition as of the date of Sub lessee's occupation of the
Leased Premises. Prior to construction or installation of any alterations, Sub lessor may
require Sub lessee to provide Sub lessor, at Sub lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated cost of such
alterations, to insure Sub lessor against any Liability for mechanic's and materialmen's liens
and to insure completion of the work. Should Sub lessee make any alterations without the
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prior written consent of Sub lessor, Sub lessee shall remove the same at Sub lessee’s expense
upon demand by Sub lessor.
k. Inspection by Sub lessor: Sub lessee shall permit Sub lessor or Sub lessor’s agents,
representatives, designees, or employees to enter the Leased Premises at all reasonable times
for the purpose of inspecting the Leased Premises to determine whether Sub lessee is
complying with the terms of this Sublease and for the purpose of doing other lawful acts
that may be necessary to protect Sub lessor’s interest in the Leased Premises under this
Sublease, or to perform Sub lessor’s duties under this Sublease, or to show the Leased
Premises to insurance agents, lenders, and other third parties, or as otherwise allowed by law.
l. Plans and Permits: Any alteration that Sub lessee shall desire to make in or about the
Leased Premises and which requires the consent of Sub lessor shall be presented to Sub lessor
in written form, with proposed detailed plans and specifications therefor prepared at Sub
lessee's sole expense. Any consent by Sub lessor thereto shall be deemed conditioned upon
Sub lessee’s acquisition of all permits required to make such alteration from all appropriate
governmental agencies, the furnishing of copies thereof to Sub lessor prior to
commencement of the work, and the compliance by Sub lessee with all conditions of said
permits in a prompt and expeditious manner, all at Sub lessee's sole cost and expense.
m. Construction Work Done by Sub lessee: All construction work required or permitted to
be done by Sub lessee shall be performed by a licensed contractor in a good and workmanlike
manner and shall conform in quality and design with the Leased Premises existing as of the
Commencement Date, and shall not diminish the value of the Leased Premises in any way
whatsoever. In addition, all such construction work shall be performed in compliance with
all applicable statutes, ordinances, regulations, codes and orders of governmental authorities
and insurers of the Leased Premises. Sub lessee or its agents shall secure all licenses and
permits necessary therefor.
n. Title to Alterations: Unless Sub lessor requires the removal thereof, any alterations which
may be made on the Leased Premises, shall upon installation or construction thereof on the
Leased Premises become the property of Sub lessor and shall remain upon and be
surrendered with the Leased Premises at the expiration or sooner termination of the term of
this Sublease. Without limiting the generality of the foregoing, all heating, lighting, electrical
(including all wiring, conduits, main and subpanels), air conditioning, partitioning, drapery,
and carpet installations made by Sub lessee, regardless of how affixed to the Leased Premises,
together with all other alterations that have become a part of the Leased Premises, shall be
and become the property of Sub lessor upon installation, and shall not be deemed trade
fixtures, and shall remain upon and be surrendered with the Leased Premises at the
expiration or sooner termination of this Sublease.
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o. Removal of Alterations: In addition to Sub lessor's right to require Sub lessee at the time
of installation or construction of any alteration to remove the same upon expiration or
sooner termination of this Sublease, Sub lessor may elect, by notice to Sub lessee at least
[number] days before expiration of the Term hereof, or within [number] days after sooner
termination hereof, to acquire Sub lessee to remove any alterations that Sub lessee has made
to the Leased Premises. If Sub lessor so elects, Sub lessee shall, at its sole expense, upon
expiration of the Term hereof, or within [number] days after any sooner termination hereof,
remove such alterations, repair any damage occasioned thereby, and restore the Leased
Premises to the condition existing as of the Commencement Date or such other condition
as may reasonably be designated by Sub lessor in its election.
INDEMNITY AND INSURANCE
p. Hold-Harmless Clause: Sub lessee agrees to indemnify, defend and hold Sub lessor, the
property of Sub lessor, and the Leased Premises, free and harmless from any and all claims,
liability, loss, damage, or expenses incurred by reason of this Sublease or resulting from Sub
lessee’s occupancy and use of the Leased Premises (other than as a result of the direct gross
negligence of Sub lessor), specifically including, without limitation, any claim, liability, loss,
or damage arising by reason of:
i. The death or injury of any person or persons, including Sub lessee, any person who
is an employee or agent of Sub lessee, or by reason of the damage to or destruction
of any property, including property owned by Sub lessee or any person who is an
employee or agent of Sub lessee, and caused or allegedly caused by either the
condition of the Leased Premises, or some act or omission of Sub lessee or of some
agent, contractor, employee, or invitee of Sub lessee on the Leased Premises;
ii. Any work performed on the Leased Premises or materials furnished to the Leased
Premises at the instance or request of Sub lessee or any agent or employee of Sub
lessee; and
iii. Sub lessee's failure to perform any provision of this Sublease or to comply with any
requirement of law or any requirement imposed on the use by Sub lessee of the
Leased Premises by any governmental agency or political subdivision.
iv. Maintenance of the insurance required under this Article shall not relieve Sub lessee
of the obligations of indemnification contained in this Section.
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q. Liability Insurance: Sub lessee shall, at its own cost and expense, secure and maintain
during the term of this Sublease, a comprehensive broad form policy of Combined Single
Limit Bodily Injury and Property Damage Insurance issued by a reputable company
authorized to conduct insurance business in the State of [state/province] insuring Sub lessee
against loss or liability caused by or connected with Sub lessee’s use and occupancy of the
Leased Premises in an amount not less than [amount] per occurrence.
r. Casualty and Fire Insurance: At all times during the Term hereof, Sub lessee shall keep
the Leased Premises and personal property thereon insured against loss or damage by fire,
windstorm, hail, explosion, damage from vehicles, smoke damage, vandalism, casualty and
malicious mischief and such other risks as are customarily included in “all risk” extended
insurance coverage, including coverage for business interruption, in an amount equal to not
less than [number] of the actual replacement value of the Leased Premises and the personal ©
property, fixtures, and other property on the Leased Premises. C
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s. Workers' Compensation Insurance: During the term of this Sublease, Sub lessee shall p
comply with all Workers' Compensation laws applicable on the date hereof or enacted y
thereafter and shall maintain in full force and effect a Workers’ Compensation Insurance r
policy covering all employees in any way connected with the business conducted by Sub i
lessee pursuant to this Sublease and shall pay all premiums, contributions, taxes and such g
other costs and expenses as are required to be paid incident to such insurance coverage, all h
at no cost to Sub lessor. t
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t. Policy Form: The policies of insurance required to be secured and maintained under this n
Sublease shall be issued by good, responsible companies, qualified to do business in the State v
of [state/province], with a general policy holders’ rating of at least “A”. Executed copies of i
such policies of insurance or certificates thereof shall be delivered to Sub lessor and to the s
Master Lessor under the Master Lease not later than [number] days prior to the i
commencement of business operations of Sub lessee at the Leased Premises and thereafter, o
executed copies of renewal policies of insurance or certificates thereof shall be delivered to n
Sub lessor within [number] days prior to the expiration of the term of each such policy. All C
such policies of insurance shall contain a provision that the insurance company writing such o
policy(s) shall give Sub lessor at least [number] days' written notice in advance of any r
cancellation or lapse, or the effective date of any reduction in the amounts or other material p
changes in the provisions of such insurance. All policies of insurance required under this o
Sublease shall be written as primary coverage and shall list the Master Lessor under the r
Master Lease and the Sub lessor as loss payees and as additional insureds. If Sub lessee fails a
to procure or maintain in force any insurance as required by this Section or to furnish the t
certified copies or certificates thereof required hereunder, Sub lessor may, in addition to all i
other remedies it may have, procure such insurance and/or certified copies or certificates, o
n
.
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and Sub lessee shall promptly reimburse Sub lessor for all premiums and other costs incurred
u. Waiver of Subrogation: Sub lessee agrees that in the event of loss or damage due to any of
the perils for which it has agreed to provide insurance, Sub lessee hereby waives any and all
claims that it might otherwise have against Sub lessor with respect to any risk insured against
to the extent of any proceeds realized from the insurance coverage to compensate for a loss.
To the extent permitted by applicable insurance policies without voiding coverage, Sub
lessee hereby releases and relieves Sub lessor, and waives its entire right of recovery against
Sub lessor for loss or damage arising out of or incident to the perils insured against to the
extent of insurance proceeds realized for such loss or damage, which perils occur in, on or
about the Leased Premises and regardless of the cause or origin, specifically including the
negligence of Sub lessor or its agents, employees, contractors and/or invitees. Sub lessee shall
to the extent such insurance endorsement is available, obtain for the benefit of Sub lessor a
waiver of any right of subrogation which the insurer of such party might otherwise acquire
against Sub lessor by virtue of the payment of any loss covered by such insurance and shall
give notice to the insurance carrier or carriers that the foregoing waiver of subrogation is
contained in this Sublease.
1455
SIGNS AND TRADE FIXTURES
a. Installation of Trade Fixtures: For so long as Sub lessee is not in default of any of the
terms, conditions and covenants of this Sublease, Sub lessee shall have the right at any time
and from time to time during the Term of this Sublease and any renewal or extension of
such term, at Sub lessee's sole cost and expense, to install and affix in, to, or on the Leased
Premises such items (hereinafter called “trade fixtures”), for use in Sub lessee's trade or ©
business as Sub lessee may, in its reasonable discretion, deem advisable. C
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b. Signs: Subject to any and all requirements now or hereinafter enacted by any municipal, p
county, or state regulatory agency having jurisdiction thereover and subject to Sub lessor’s y
written consent, Sub lessee may erect at Sub lessee's cost, a sign on the Leased Premises r
identifying the Leased Premises. Sub lessee shall maintain, at Sub lessee's sole cost and i
expense, said sign. g
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c. Removal of Signs and Trade Fixtures: In addition to Sub lessor’s right to require Sub t
lessee at the time of installation of any sign or trade fixtures to remove the same upon E
expiration or sooner termination of this Sublease, Sub lessor may elect, by notice to Sub n
lessee at least [number] days before expiration of the Term hereof, or within [number] days v
after sooner termination hereof, to require Sub lessee to remove any sign or trade fixture i
owned by Sub lessee. If Sub lessor so elects, Sub lessee shall at its sole cost ant expense, upon s
expiration of the Term hereof, or within [number] days after any sooner termination hereof, i
remove such sign or trade fixture owned by Sub lessee. If Sub lessor so elects, Sub lessee shall, o
at its sole cost and expense, upon expiration of the Term hereof, or within [number] days n
after any sooner termination hereof, remove such sign or trade fixture, repair any damage C
occasioned thereby, and restore the Leased Premises to the condition existing as of the o
Commencement Date or such other condition as may reasonably be designated by Sub r
lessor in its election. p
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CONDEMNATION AND DESTRUCTION t
i
a. Total Condemnation: Should, during the Term of this Sublease or any renewal or o
extension thereof, title and possession of all of the Leased Premises be taken under the power n
of eminent domain by any public or quasi-public agency or entity, this Sublease shall .
terminate as of the date actual physical possession of the Leased Premises is taken by the 2
agency or entity exercising the power of eminent domain and both Sub lessor and Sub lessee 0
shall thereafter be released from all obligations under this Sublease. 0
2
.
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b. Termination Option for Partial Condemnation: Should, during the Term of this
Sublease or any renewal or extension thereof, title and possession of more than [%] of the
floor area of the Leased Premises, and/or more than [%] of the parking area of the Leased
Premises be taken under the power of eminent domain by any public or quasi-public agency
or entity, Sub lessor may terminate this Sublease. The option herein reserved shall be
exercised by giving written notice on or before [number] days after actual physical
possession of the portion subject to the eminent domain power is taken by the agency or
entity exercising that power and this Sublease shall terminate as of the date the notice is
deemed given.
c. Partial Condemnation Without Termination: Should Sub lessee or Sub lessor fail to
exercise the termination option described in this Article, or should the portion of the Leased
Premises taken under the power of eminent domain be insufficient to give rise to the option
therein described, then, in that event:
i. This Sublease shall terminate as to the portion of the Leased Premises taken by eminent
domain as of the day (hereinafter called the “date of taking”), actual physical possession of
that portion of the Leased Premises is taken by the agency or entity exercising the power
of eminent domain;
ii. Base Minimum Rent to be paid by Sub lessee to Sub lessor pursuant to the terms of this
Sublease shall, after the date of taking, be reduced by an amount that bears the same ratio
to the Base Minimum Rent specified in this Sublease as the square footage of the actual
floor area of the Leased Premises taken under the power of eminent domain bears to the
total square footage of floor area of the Leased Premises as of the date of this Sublease; and
iii. Except to the extent the Master Lessor under the Master Lease is so obligated, Sub lessee,
at Sub lessee's own cost and expense shall remodel and reconstruct the building remaining
on the portion of the Leased Premises not taken by eminent domain into a single efficient
architectural unit in accordance with plans mutually approved by the parties hereto as
soon after the date of taking, or before, as can be reasonably done.
d. Condemnation Award: Should, during the Term of this Sublease or any renewal or
extension thereof, title and possession of all or any portion of the Leased Premises be taken
under the power of eminent domain by any public or quasi-public agency or entity, the
compensation or damages for the taking awarded shall belong to and be the sole property of
the Sub lessor.
1457
e. Destruction: (a) In the event the Leased Premises are damaged or destroyed and the total
costs and expenses for repairing or reconstructing the Leased Premises exceeds the sum of
[amount], Sub lessor, at Sub lessor's option, may:
i. Continue this Sublease in full force and effect by restoring, repairing or

rebuilding the Leased Premises at Sub lessor's own cost and expense or through
insurance coverage; or
ii. Terminate this Sublease by serving written notice of such termination on Sub
lessee no later than [number] days following such casualty, in which event this
Sublease shall be deemed to have been terminated on the date of such casualty.
iii. In the event the Leased Premises are damaged or destroyed and Sub lessee will
not be able to operate any business thereon for [number] consecutive days, Sub
lessee, at Sub lessee's option, may terminate this Sublease by serving written
notice of such termination on Sub lessor no later than [number] days following
such casualty, in which event this Sublease shall be deemed terminated on the
date of such casualty; provided, however, that such termination right shall not
be applicable unless Sub lessor has a similar termination right under the Master
Lease.
iv. Should Sub lessor or the Master Lessor under the Master Lease elect to repair
and restore the Leased Premises to their former condition following partial or
full destruction of the Leased Premises:
1. Sub lessee shall not be entitled to any damages for any loss or
inconvenience sustained by Sub lessee by reason of the making of such
repairs and restoration.
2. Sub lessor and such Master Lessor shall have full right to enter upon and
have access to the Leased Premises, or any portion thereof, as may be
reasonably necessary to enable such parties promptly and efficiently to
carry out the work of repair and restoration.
f. Damage by Sub lessee: Sub lessee shall be responsible for and shall pay to Sub lessor any
and all losses, damages, costs, and expenses, including but not limited to attorney's fees,
resulting from any casualty loss caused by the negligence or wilful misconduct of Sub lessee
or its employees, agents, contractors, or invitees.
1458
SUBLEASING, ASSIGNMENT, DEFAULT AND
TERMINATION
v. Subleasing and Assignment: Sub lessee shall not sell, assign, hypothecate, pledge or
otherwise transfer this Sublease, or any interest therein, either voluntarily, involuntarily, or
by operation of law, and shall not sublet the Leased Premises, or any part thereof, or any
right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy
thereof by any person, persons, or entity through or under it, or grant a security interest in
Sub lessee's interest in the Leased Premises or this Sublease or any fixtures located on the
Leased Premises, without the prior written consent of Sub lessor first had and obtained,
which may be given or withheld in the Sub lessor’s sole and absolute discretion. For the
purpose of this Section, any dissolution, merger, consolidation or other reorganization of
Sub lessee, or any change or changes in the stock ownership of Sub lessee, which aggregates
[%] or more of the capital stock of Sub lessee shall be deemed to be an assignment of this
Sublease. Sub lessee shall not mortgage, hypothecate or encumber this Sublease. Sub lessor's
consent to one assignment, subletting, occupancy, or use by any other person, entity or
entities shall not relieve Sub lessee from any obligation under this Sublease and shall not be
deemed to be a consent to any subsequent assignment, subletting, occupancy or use. Any
assignment, pledge, subletting, occupancy or use without Sub lessor's written consent shall
be void and shall, at the option of the Sub lessor, terminate this Sublease.
Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied
by any person or persons other than the original Sub lessee hereunder, Sub lessor may collect rent from
the assignee, sub lessee or occupant and apply the net amount collected to the rent herein reserved, but
no such assignment, subletting, occupancy or collection of rent shall be deemed a consent to such
assignment, subletting or occupancy or a waiver of any term of this Sublease, nor shall it be deemed
acceptance of the assignee, sub lessee or occupant as a tenant, or a release of Sub lessee from the full
performance by Sub lessee of all the terms, provisions, conditions and covenants of this Sublease.
In the event Sub lessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or
any part thereof, Sub lessee shall give Sub lessor not less than [number] days written notice thereof and
shall, in such notice, provide the name of the proposed assignee or sub lessee, its proposed use of the
Leased Premises, its background, such financial and credit information as Sub lessor may require to
determine the business experience, financial stability and creditworthiness of the proposed assignee or
sub lessee, and such additional information as Sub lessor may request. Sub lessee shall also pay Sub lessor
a one-time administrative fee of [amount] to reimburse Sub lessor for its costs of reviewing, analyzing
and processing the request for consent to assignment or subletting.
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In addition to its right to consent or refuse to consent to a proposed assignment Sub lessor shall have the
option, exercisable by written notice to Sub lessee within the [number] days after Sub lessee gives Sub
lessor written notice of its desire to assign the Sublease, to terminate this Sublease with respect to the
entire Leased Premises upon a date specified in said notice to Sub lessee not less than [number] days nor
more than [number] days after the date of said notice and retake the Leased Premises for its own use. If
Sub lessor exercises such option, Sub lessee shall nonetheless have the right, exercisable by notice given
to Sub lessor within [number] days after Sub lessor's notice of exercise is given, to withdraw the
proposed assignment from consideration, in which event the exercise of Sub lessor's option shall be of
no force or effect and, except for the payment of the fee provided for in Subsection (c) above, the
assignment shall be deemed not to have been proposed. If Sub lessor does not elect to exercise its option
to terminate this Lease and consents to the assignment or sublease, said assignee or sub lessee shall pay
directly to Sub lessor all rent or other consideration payable by the assignee or sub lessee in excess of the
amount of rent or other consideration payable by Sub lessee to Sub lessor hereunder (whether
denominated as rent or otherwise) and shall expressly assume Sub lessee's obligations hereunder.
As a condition to Sub lessor's consent to an assignment or subletting, Sub lessor shall be entitled to
receive (i) in the case of a subletting, [%] of all rent (however denominated and paid) payable by the
subtenant to Sub lessee in excess of that payable by Sub lessee to Sub lessor pursuant to the other
provisions of this Sublease, and (ii) in the case of an assignment, [%] of all consideration given, directly
or indirectly, by the assignee to Sub lessee in connection with such assignment. For purposes of this
paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly,
for the use of the Leased Premises or any portion thereof, and the term “consideration” shall mean and
include money, services, property or any other thing of value such as payment of costs, cancellation of
indebtedness, discounts, rebates and the like. Any rent or other consideration which is to be passed
through to Sub lessor pursuant to this paragraph shall be paid to Sub lessor promptly upon receipt by
Sub lessee and shall be paid in cash, regardless of the form in which received by Sub lessee. In the event
any rent or other consideration received by Sub lessee is in a form other than cash, Sub lessee shall pay
to Sub lessor in cash the fair value of Sub lessor's portion of such consideration.
w. Events of Default: Sub lessee's failure to timely pay any rent, taxes or other charges required
to be paid pursuant to the terms of this Sublease shall constitute a material breach of this
Sublease and an event of default if not paid by Sub lessee within [number] days of the date
such rent, taxes or charges are payable. Events of default under this Sublease shall also
include, without limitation, the events hereinafter set forth, each of which shall be deemed
a material default of the terms of the Sublease if not fully cured within [number] days of
occurrence. Such events shall include:
i. Sub lessee’s failure to perform or observe any term, provisions, covenant, agreement
or condition of this Sublease;
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ii. Sub lessee breaches this Sublease and abandons the Leased Premises before
expiration of the Term of this Sublease;
iii. Any representation or warranty made by Sub lessee in connection with this Sublease
between Sub lessee and Sub lessor proving to have been incorrect in any respect;
iv. Sub lessee's institution of any proceedings under the Bankruptcy Act, as such Act
now exists or under any similar act relating to the subject of insolvency or
bankruptcy, whether in such proceeding Sub lessee seeks to be adjudicated a
bankrupt, or to be discharged of its debts or effect a plan of liquidation, composition
or reorganization;
v. The filing against Sub lessee of any involuntary proceeding under any such
bankruptcy laws;
vi. Sub lessee's becoming insolvent or being adjudicated a bankrupt in any court of
competent jurisdiction, or the appointment of a receiver or trustee of Sub lessee's
property, or Sub lessee's making an assignment for the benefit of creditors;
vii. The issuance of a writ of attachment by any court of competent jurisdiction to be

levied on this Lease; or
viii. Any event which is an event of default under the Master Lease or which would
become so with the passage of time or the giving of notice or both.
x. Sub lessor's Remedies for Sub lessee's Default: Upon the occurrence of any event of
default described in Section 10.02 hereof, Sub lessor may, at its option and without any
further demand or notice, in addition to any other remedy or right given hereunder or by
law, do any of the following:
i. Sub lessor may terminate Sub lessee's right to possession of the Leased Premises by
giving written notice to Sub lessee. If Sub lessor gives such written notice, then on
the date specified in such notice, this Sublease and Sub lessee's right of possession
shall terminate. No act by Sub lessor other than giving such written notice to Sub
lessee shall terminate this Sublease. Acts of maintenance, efforts to relet the Leased
Premises, or the appointment of a receiver on Sub lessor's initiative to protect Sub
lessor's interest under this Sublease shall not constitute a termination of Sub lessee's
right to possession. On termination, Sub lessor has the right to recover from Sub
lessee:
1461
1. The worth at the time of the award of the unpaid rent and other charges that
had been earned or owed to Sub lessor at the time of termination of this
Sublease;
2. The worth at the time of the award of the amount by which (a) the unpaid
rent and other charges that would have been earned or owed to Sub lessor
after the date of termination of this Sublease until the time of award exceeds
(b) the amount of such rental loss that Sub lessee proves could have been
reasonably avoided;
rent and other charges for the balance of the term after the time of award
exceeds (b) the amount of such rental loss that Sub lessee proves could have
been reasonably avoided; and
4. Any other amount necessary to compensate Sub lessor for all the detriment
caused by Sub lessee's failure to perform its obligations under this Sublease
or which in the ordinary course of things would be likely to result therefrom,
including without limitation any costs or expenses incurred by Sub lessor in
recovering possession of the Leased Premises, maintaining or preserving the
Leased Premises after such default, preparing the Leased Premises for
reletting to a new tenant, or any repairs or alterations to the Leased Premises
for such reletting, and all leasing commissions, reasonable attorney's fees,
architect's fees and any other costs incurred by Sub lessor to relet the Leased
Premises or to adapt them to another beneficial use. Sub lessee shall also
indemnify, defend and hold Sub lessor harmless from all claims, demands,
actions, liabilities and expenses (including but not limited to reasonable
attorney's fees and costs) arising prior to the termination of this Sublease or
arising out of Sub lessee's use or occupancy of the Leased Premises.
ii. Sub lessor may, in any lawful manner, re-enter and take possession of the Leased
Premises without terminating this Sublease or otherwise relieving Sub lessee of any
obligation hereunder. Sub lessor is hereby authorized, but not obligated (except to
the extent required by law), to relet the Leased Premises or any part thereof on behalf
of the Sub lessee, to use the premises for its or its affiliates' account, to incur such
expenses as may be reasonably necessary to relet the Leased Premises, and relet the
Leased Premises for such term, upon such conditions and at such rental as Sub lessor
in its sole discretion may determine. Until the Leased Premises are relet by Sub
lessor, if at all, Sub lessee shall pay to Sub lessor all amounts required to be paid by
Sub lessee hereunder. If Sub lessor relets the Leased Premises or any portion thereof,
1462
such reletting shall not relieve Sub lessee of any obligation hereunder, except that
Sub lessor shall apply the rent or other proceeds actually collected by it as a result of
such reletting against any amounts due from Sub lessee hereunder to the extent that
such rent or other proceeds compensate Sub lessor for the non-performance of any
obligation of Sub lessee hereunder. Such payments by Sub lessee shall be due at such
times as are provided elsewhere in this Sublease, and Sub lessor need not wait until
the termination of this Sublease, by expiration of the term hereof or otherwise, to
recover them by legal action or in any other manner. Sub lessor may execute any
lease made pursuant hereto in its own name, and the tenant thereunder shall be
under no obligation to see to the application by Sub lessor of any rent or other
proceeds by Sub lessor, nor shall Sub lessee have any right to collect any such rent or
other proceeds. Sub lessor shall not by any re-entry or other act be deemed to have
accepted any surrender by Sub lessee of the Leased Premises or Sub lessee's interest
therein, or be deemed to have otherwise terminated this Sublease, or to have relieved
Sub lessee of any obligation hereunder, unless Sub lessor shall have given Sub lessee
express written notice of Sub lessor's election to do so as set forth herein.
iii. Even though Sub lessee has breached this Sublease and may have abandoned or
vacated the Leased Premises, this Sublease shall continue in effect for so long as Sub
lessor does not terminate Sub lessee's right to possession, and Sub lessor may enforce
all its rights and remedies under this Sublease, including the right to recover the rent
and other charges as they become due under this Lease.
iv. In the event any personal property of Sub lessee remains at the Leased Premises after
Sub lessee has vacated, it shall be dealt with in accordance with the statutory
procedures provided by applicable law dealing with the disposition of personal
property of Sub lessee remaining on the Leased Premises after Sub lessee has vacated.
v. Sub lessor may exercise any right or remedy reserved to the Master Lessor under the
Master Lease (each of which rights and remedies are hereby incorporated herein),
and any other remedy or right now or hereafter available to a landlord against a
defaulting tenant under applicable law or the equitable powers of its courts, whether
or not otherwise specifically reserved herein.
vi. Sub lessor shall be under no obligation to observe or perform any provision, term,
covenant, agreement or condition of this Sublease on its part to be observed or
performed which accrues after the date of any default by Sub lessee hereunder.
1463
vii. Any legal action by Sub lessor to enforce any obligation of Sub lessee or in the
pursuance of any remedy hereunder shall be deemed timely filed if commenced at
any time prior to [number] year after the expiration of the term hereof or prior to
[number] years after the cause of action accrues, whichever period expires later.
viii. In any action of unlawful detainer commenced by Sub lessor against Sub lessee by
reason of any default hereunder, the reasonable rental value of the Leased Premises
for the period of the unlawful detainer shall be deemed to be the amount of rent and
additional charges reserved in this Sublease for such period.
ix. Sub lessee hereby waives any right of redemption or relief from forfeiture under any
present or future law, if Sub lessee is evicted or Sub lessor takes possession of the
Leased Premises by reason of any default by Sub lessee hereunder.
x. No delay or omission of Sub lessor to exercise any right or remedy shall be construed
as a waiver of any such right or remedy or of any default by Sub lessee hereunder.
y. Receiver: Upon the occurrence of any event of default as defined in Article 16 b) hereof or
in any action instituted by Sub lessor against Sub lessee to take possession of the Leased
Premises and/or to collect Base Minimum Rent, or any other charge due hereunder, a
receiver may be appointed at the request of Sub lessor to collect such rents and profits, to
conduct the business of Sub lessee then being carried on in the Leased Premises and to take
possession of any property belonging to Sub lessee and used in the conduct of such business
and use the same in conducting such business on the Leased Premises without
compensation to Sub lessee for such use. Neither the application nor the appointment of
such receiver shall be construed as an election on the Sub lessor’s part to terminate this
Sublease unless written notice of such intention is given by Sub lessor to Sub lessee.
z. Attorneys' Fees: If as a result of any breach or default in the performance of any of the
provisions of this Sublease, Sub lessor uses the services of an attorney in order to secure
compliance with such provisions or recover damages therefor, or to terminate this Sublease
or evict Sub lessee, Sub lessee shall reimburse Sub lessor upon demand for any and all
attorneys' fees and expenses so incurred by Sub lessor, including without the limitation
appraisers' and expert witness fees; provided that if Sub lessee shall be the prevailing party in
any legal action brought by Sub lessor against Sub lessee, Sub lessee shall be entitled to
recover the fees of its attorneys in such amount as the court may adjudge reasonable. Sub
lessee shall advance to Sub lessor any and all attorneys' fees and expenses to be incurred or
incurred by Sub lessor in connection with any modifications to this Sublease proposed by
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Sub lessee, any proposed assignment of this Sublease by Sub lessee or any proposed
subletting of the Leased Premises by Sub lessee.
aa. Cumulative Remedies; No Waiver: The specified remedies to which Sub lessor may
resort under the terms hereof are cumulative and are not intended to be exclusive of any
other remedy or means of redress to which Sub lessor may be lawfully entitled in case of any
breach or threatened breach by Sub lessee of any provision hereof. If for any reason Sub
lessor fails or neglects to take advantage of any of the terms of this Sublease providing for
termination or other remedy, any such failure of Sub lessor shall not be deemed to be a
waiver of any default of any of the provisions, terms, covenants, agreements or conditions
of this Sublease. The waiver by Sub lessor of any breach of any term, condition or covenant
herein contained shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, condition or covenant herein contained. None of the provisions, terms,
covenants, agreements or conditions hereof can be waived except by the express written
consent of Sub lessor. Subsequent acceptance of rent hereunder by Sub lessor shall not be
deemed to be a waiver of any preceding breach by Sub lessee of any provision, term,
covenant, agreement or condition of this Sublease other than the failure of Sub lessee to pay
the particular rental accepted, regardless of Sub lessor’s knowledge of such preceding breach
at the time of acceptance of such rent.
ESTOPPEL
At any time and from time to time, upon request in writing from Sub lessor, Sub lessee agrees to execute,
acknowledge, and deliver to Sub lessor a statement in writing within [number] days of request, certifying
that this Sublease is unmodified and in full force and effect (or, if there have been modifications, stating
the modifications), the commencement and termination dates, the Base Minimum Rent, the other
charges payable hereunder the dates to which the same have been paid, and such other items as Sub lessor
may reasonably request. It is understood and agreed that any such statement may be relied upon by any
mortgagee, beneficiary, or grantee of any security or other interest, or any assignee of any thereof, under
any mortgage or deed of trust now or hereafter made covering any leasehold interest in the Leased
Premises, and any prospective purchaser of the Leased Premises.
9. Force Majeure – Unavoidable Delays
Should the performance of any act required by this Sublease to be performed by either Sub lessor or Sub
lessee be prevented or delayed by reason of an act of God, war, civil commotion, fire, flood, or other like
casualty, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or
1465
regulations, unusually severe weather, or any other cause, except financial inability, not the fault of the
party required to perform the act, the time for performance of the act will be extended for a period
equivalent to the period of delay and performance of the act during the period of delay will be excused;
provided, however, that nothing contained in this section shall excuse the prompt payment of rent or
other monies due by Sub lessee as required by this Sublease or the performance of any act rendered
difficult solely because of the financial condition of the party, Sub lessor or Sub lessee, required to
perform the act.
10. Notices
Except as otherwise expressly provided by law, any and all notices or other communications required or
permitted by this Sublease or by law to be served on or given to either party hereto by the other party
hereto shall be in writing and shall be deemed duly served and given when personally delivered to the
party, Sub lessor or Sub lessee, to whom it is directed or any managing employee of such party, or, in
lieu of such personal service, [number] hours after deposit in the United States mail, certified or
registered mail, with postage prepaid, or when transmitted by telecopy or facsimile addressed to the
parties as set forth on the signature page hereof. Either party, Sub lessor or Sub lessee, may change the
addresses herein contained for purposes of this Section by giving written notice of the change to the
other party in the manner provided in this Section.
11. Amendments
No amendment, change or modification of this Sublease shall be valid and binding unless such is
contained in a written instrument executed by the parties hereto and which instrument expresses the
specific intention of the parties to amend, change or modify this Sublease.
12. Accord and Satisfaction
No payment by Sub lessee or receipt by Sub lessor of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the stipulated rent earliest in time, nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction and Sub lessor may accept such check or payment without
prejudice to Sub lessor's right to recover the balance of such rent or pursue any other remedy provided
in this Sublease or by law.
13. No Agency Created
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©
Nothing contained in this Sublease shall be deemed or construed by the parties hereto or by any third
C
party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any
o
association whatsoever between Sub lessor and Sub lessee other than sub lessor and sub lessee.
p
14. Brokerage Commission
y
r
Sub lessee represents that neither it nor any of its affiliates has engaged the services of any real estate
i
broker, finder, or any other person or entity in connection with this lease transaction and therefore
g
should Sub lessee be found to be in violation of such representation, Sub lessee shall indemnify Sub
h
lessor against any and all claims for brokerage commissions or finders fees in connection with this
t
transaction, and to indemnify, defend and hold Sub lessor free and harmless from all liabilities arising
E
from any such claim, including without limitation, attorneys’ fees in connection therewith.
n
v
i
15. Sole and Only Agreement
s
i
This instrument constitutes the sole and only agreement between Sub lessor and Sub lessee respecting
o
the Leased Premises or the leasing of the Leased Premises to Sub lessee. Sub lessor shall have no
n
obligations to Sub lessee, whether express or implied, other than those specifically set forth in this
C
Sublease.
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r
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16. Severability and Governing Law
o
r
This Sublease shall be governed by the laws of the State of [state/province]. Whenever possible each
a
provision of this Sublease shall be interpreted in such a manner as to be effective and valid under
t
applicable law, but if any provision of this Sublease shall be prohibited, void, invalid, or unenforceable
i
under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity,
o
voidability, or enforceability without invalidating the remainder of such, or the remaining provisions of
n
this Sublease.
.
2
0
17. Construction and Headings
0
2
All references herein in the singular shall be construed to include the plural, and the masculine, and the
.
masculine to include the feminine or neuter gender, where applicable, and where the context shall
A
require. Section headings are for convenience of reference only and shall not be construed as part of this
l
Sublease nor shall they limit or define the meaning of any provision herein. The provisions of this
l
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i
1467 g
h
t
s
r
Sublease shall be construed as to their fair meaning, and not strictly for or against Sub lessor or Sub
lessee.
18. Effect of Execution
The submission of this Sublease for examination shall not effect any obligation on the part of the
submitting or examining party and this Sublease shall become effective only upon the complete
execution thereof by both Sub lessor and Sub lessee.
19. Inurement
Sub lessor shall have the full and unencumbered right to assign this Sublease. The covenants,
agreements, restrictions, and limitations contained herein shall also be binding on Sub lessee's permitted
20. Time of Essence
Time is expressly declared to be of the essence.
21. No Light, Air or View Easement
Any diminution or shutting off of light, air or view by any structure which may be erected on lands
adjacent to the Leased Premises shall in no way affect this Sublease or impose any liability on Sub lessor.
22. Triple Net Lease
It is the purpose and intent of Sub lessor and Sub lessee that this Sublease be deemed and construed to
be a “triple net lease” so that Sub lessor shall receive all rentals and other sums specified hereunder during
the term of this Sublease, free from any and all charges, costs, assessments, expenses, deductions and/or
set-offs of any kind or nature whatsoever, and Sub lessor shall not be expected or required to pay any
such charge, assessment or expense, or be under any obligation or liability hereunder, except as herein
expressly set forth. All charges, costs, expenses and obligations of any nature relating to the repair,
restoration, alteration, maintenance and operation of the Leased Premises shall be paid by Sub lessee,
except as otherwise herein expressly set forth, and Sub lessor shall be indemnified and held harmless by
Sub lessee from and against such charges, costs, expenses and obligations.
1468
23. Authority
Each individual executing this Sublease on behalf of Sub lessee and the Sub lessee (if Sub lessee is a
corporation or other entity) does hereby covenant and warrant that (i) Sub lessee is a duly authorized
and validly existing entity, (ii) Sub lessee has and is qualified to do business in California, (iii) the entity
has full right and authority to enter into this Sublease, and (iv) each person executing this Sublease on
behalf of the entity was authorized to do so.
24. Survival
All obligations of Sub lessee under this Sublease, including without limitation the obligations to pay
Base Minimum Rent, shall survive the expiration or termination of this Sublease.
25. Waiver
Sub lessee hereby waives any rights it may have under the provisions of [law or code], if applicable, and
any similar statutes regarding repair of the Leased Premises or termination of this Sublease after
destruction of all or any part of the Leased Premises.
26. Recordation
Sub lessee shall not record this Sublease or a short form memorandum hereof without the prior written
consent of the Sub lessor.
27. Transfer of Master Lease
In the event of any assignment or transfer of the Master Lease by Sub lessor to any other party or entity,
Sub lessor shall be and is hereby entirely freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Sublease arising out of any act, occurrence
or omission occurring after the consummation of such assignment or transfer; and the assignee or such
transferee shall be deemed, without any further agreement between parties or their successors in interest
or between the parties and any such assignee or transferee, to have assumed and agreed to carry out any
and all of the covenants and obligations of the Sub lessor under this Sublease. Sub lessee hereby agrees
1469
to attorn to any such assignee or trustee. Sub lessee agrees to execute any and all documents deemed
necessary or appropriate by Sub lessor to evidence the foregoing.
28. Subordination, Attornment
Without the necessity of any additional document being executed by Sub lessee for the purpose of
effecting a subordination, this Sublease shall in all respects be subject and subordinate at all times to the
lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for
which the Leased Premises or Sub lessor's interest or estate is specified as security. Notwithstanding the
foregoing, Sub lessor shall have the right to subordinate or cause to be subordinated any lien or
encumbrance to this Sublease. In the event that any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Sub lessee shall, notwithstanding any
subordination, attorn to and become the sub lessee of the successor in interest to Sub lessor, at the option
of such successor in interest. Sub lessee covenants and agrees to execute and deliver, upon demand by
Sub lessor and in the form requested by Sub lessor, any additional documents evidencing the priority or
subordination of this Sublease.
29. No Merger
The voluntary or other surrender of this Sublease by Sub lessee, or a mutual cancellation hereof, shall
not work a merger, and shall, at the option of Sub lessor, terminate all or any existing subleases or
subtenancies or may, at the option of Sub lessor, operate as an assignment to Sub lessor of any or all such
subleases or subtenancies.
30. Right of Sub lessor to Perform
All terms, covenants and conditions of this Sublease to be performed or observed by Sub lessee shall be
performed or observed by Sub lessee at its sole cost and expense and without any reduction of rent of
any nature payable hereunder. If Sub lessee shall fail to pay any sum of money, other than rent required
to be paid by it hereunder or shall fail to perform any other term or covenant hereunder on its part to
be performed, Sub lessor, without waiving or releasing Sub lessee from any obligation of Sub lessee
hereunder, may, but shall not be obligated to, make any such payment or perform any such other term
or covenant on Sub lessee's part to be performed. All sums so paid by Sub lessor and all necessary costs
of such performance by Sub lessor, together with interest thereon from the date of payment at the rate
eighteen percent (18%) or the highest rate permissible by law, whichever is less, shall be paid, and Sub
lessee covenants to make such payment, to Sub lessor on demand, and Sub lessor shall have, in addition
1470
to any over right or remedy of Sub lessor, the same rights and remedies in the event of nonpayment
thereof by Sub lessee as in the case of failure in the payment of rent hereunder.
31. Modification for Lender
If, in connection with obtaining any type of financing, Sub lessor’s lender shall request reasonable
modifications to this Sublease as a condition to such financing, Sub lessee shall not unreasonably
withhold, delay or defer its consent thereto, provided such modifications do not materially adversely
affect Sub lessee's rights hereunder.
32. Sub lessor’s Personal Liability
The liability of Sub lessor to Sub lessee for any default by Sub lessor under the terms of this Sublease
shall be limited to the interest of Sub lessor in the Leased Premises and Sub lessee agrees to look solely to
Sub lessor's interest in the Leased Premises for the recovery of any judgment from Sub lessor, it being
intended that Sub lessor shall not be personally liable for any judgment or deficiency.
33. Breach by Landlord
Sub lessor shall not be deemed to be in breach in the performance of any obligation required to be
performed by it hereunder unless and until it has failed to perform such obligation within [number]
days after written notice by Sub lessee to Sub lessor specifying wherein Sub lessor has failed to perform
such obligation; provided, however, that if the nature of Sub lessor's obligation is such that more than
[number] are required for its performance then Sub lessor shall not be deemed to be in breech if it shall
commence such performance within such [number] day period and thereafter diligently prosecute the
same to completion. In any event, Sub lessee must bring an action for breach of this Sublease within
[number] year of Sub lessor’s breach or be deemed to have waived the breach and not harmed thereby.
34. Survival of Indemnities
The obligations of the indemnifying party under each and every indemnification and hold harmless
provision contained in this Sublease shall survive the expiration or earlier termination of this Sublease
to and until the last to occur of (a) the last date permitted by law for bringing of any claim or action with
respect to which indemnification may be claimed by the indemnified party against the indemnifying
party under such provision or (b) the date on which any claim or action for which indemnification may
1471
be claimed under such provision is fully and finally resolved and, if applicable, any compromise thereof
or judgment or award thereon is paid in full by the indemnifying party and the indemnified party is
reimbursed by the indemnifying party for any amounts paid by the indemnified party in compromise
thereof or upon a judgment or award thereon and in defense of such action or claim, including
attorneys’ fees incurred.
35. OPTION TO RENEW
Subject to the receipt by lessee of an extension of the original lease agreement for a sufficient duration
to include this renewal, at any time before the commencement of the last calendar month of the first
term of this sublease agreement, sub lessee is granted the option and privilege of extending and renewing
the term of this sublease agreement for an additional [number]-year period at an annual rental to be
agreed on or arbitrated as provided in this sublease agreement.
36. Meaning of Consent
Whenever an act or provision contained in this Sublease is conditioned upon the consent or approval of
Sub lessor, this shall be interpreted to mean, unless otherwise specified to the contrary, that the Sub
lessor has the full unconditional right and sole discretion as to whether or not to give its consent, which
may only be given in writing.
37. QUIET ENJOYMENT
If sub lessee performs the terms of this sublease agreement, lessee will warrant and defend sub lessee in
the enjoyment and peaceful possession of the demised premises during the term of this sublease
agreement without any interruption by lessee or lessor or either of them or any person rightfully
claiming under either of them.
38. Master Lease
Notwithstanding anything in this Sublease to the contrary, the rights of Sub lessee shall be subject to the
terms and conditions contained in the lease (“Master Lease”) between Sub lessor and the owner of the
Leased Premises (the “Master Lessor''), as it may be amended from time to time. Sub lessee shall assume
and perform and comply with the obligations of the lessee under the Master Lease to the same extent as
if references to the Sub lessor therein were references to Sub lessee (all of which obligations are hereby
incorporated herein), including, without limitation, the payment of any and all costs, expenses, charges,
fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for
1472
which Sub lessor is liable or responsible under the Master Lease, as such costs, expenses, charges, fees,
taxes, payment or other monetary obligations come due. Sub lessee shall not commit or permit to be
committed on the Leased Premises any act or omission which shall violate any term or condition of the
Master Lease. Notwithstanding anything in this Sublease to the contrary, the effectiveness of this
Sublease shall be conditioned upon Sub lessor obtaining the written consent of the Master Lessor (if
such consent is required under the Master Lease), in form and substance satisfactory to Sub lessor,
within ten (10) days of the date hereof. If the Master Lease terminates for any reason, this Sublease shall
terminate coincidentally therewith without any liability of Sub lessor to Sub lessee.
SUB LESSOR SUB LESSEE
1473
EXHIBIT A
TO SUBLEASE
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DESCRIPTION OF LEASED PREMISES o
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TERMINATION OF LEASE OBLIGATION r
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This Release Agreement (the “Agreement”) is made and effective [DATE],
E
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TERMS
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On [date], a lease agreement was executed between Lessor and Lessee for the premises located at
a
[address], a copy of which is attached hereto and made a part hereof.
t
i
[facts giving rise to this release]
o
n
.
The parties desire to settle all claims of Lessor with respect to said lease and to terminate all obligations
2
of either party thereunder.
0
0
Therefore, in consideration of [amount], from Lessee, receipt of which is hereby acknowledged, Lessor
2
does hereby release Lessee from all obligations and duties of Lessee set forth in the above referenced lease.
.
A
1474 l
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Lessor, for himself, his heirs, his legal representatives and his assigns also releases Lessee, his heirs, his
legal representatives and his assigns from all claims, demands and causes of action that lessor had, has or
may have against lessee or against his heirs, legal representatives or assigns in regard to said lease.
In consideration of the release set forth above, Lessee hereby surrenders all rights in and to the subject
leased premises. That possession of said premises shall be delivered up to Lessor immediately upon the
execution of this instrument, and that Lessor is relieved of any responsibilities or obligations under the
aforementioned lease.
LESSOR LESSEE
1475
L OCATION W ORKSHEET
Answer the following questions by indicating whether it is a strength (S) or weakness (W) of the
potential site as it relates to your business. Once you have completed a work sheet for each prospective
location, compare the relative strengths and weaknesses of each site to determine the value of each to the
strategic success of your business.
CONCERNS AND QUESTIONS S W NOTES
Is the facility large enough for your business?
Does it meet your layout requirements well?
Does the building need any repairs?
Will you have to make any leasehold

improvements?
Do the existing utilities meet your needs, or will you
have to do any rewiring or plumbing work? Is
ventilation adequate?
Is the facility easily accessible to your potential
clients or customers?
Can you find a number of qualified employees in
the area in which the facility is located?
Is the facility consistent with the image you would
like to maintain?
Is the facility located in a safe neighborhood with a
low crime rate?
Are neighboring businesses likely to attract
customers who will also patronize your business?
Are there any competitors located close to the
facility? If so, can you compete with them
successfully?
Can suppliers make deliveries conveniently at this
location?
If your business expands in the future, will the
facility be able to accommodate this growth?
1476
Are the lease terms and rent favorable?
Is the facility located in an area zoned for your type
of business?
1477
EVICTIONS
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: 5-DAY NOTICE TO QUIT

TAKE NOTICE, that you are hereby required to quit, and deliver up to the undersigned the possession
of the premises now held and occupied by you, being the premises known as:
[Describe]
at the expiration of 5 days commencing on [Date] and ending on [Date].
This Notice to Quit specifically terminates any oral/written agreement you may have with respect to
the said premises at the date specified above.
THIS IS INTENDED as a 5-day notice to quit, for the purpose of terminating your tenancy aforesaid.
Sincerely,
Your name
Your title ©
Telephone contact C
CERTIFIED MAIL, Return Receipt Requested p
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r
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO PAY RENT OR QUIT

WITHIN THREE DAYS after service on you of this notice you are hereby required to pay the rent of
the premises hereinafter described, of which you now hold possession amounting to the sum of
[Amount] enumerated as follows:
$ DUE FROM [Date] TO [Date]

OR QUIT AND DELIVER UP THE POSSESSION OF THE PREMISES. The premises herein
referred to are situated in [City, State/Province].
YOU ARE FURTHER NOTIFIED THAT if you do not comply with either of the above the
undersigned does hereby elect to declare the forfeiture of your lease or rental agreement under which
you hold possession of the above-described premises and lessor will institute legal proceedings to recover
rent and possession of said premises.
Sincerely,
Your name
Your title ©
Telephone contact C
y
r
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h
t
E
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s
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO QUIT FOR NON-PAYMENT OF

RENT
You are hereby notified to quit and deliver up the premises you hold as our tenant, namely:
[Describe premises]
You are to deliver up said premises on or within [Number] days of receipt of this notice.This notice is
provided due to non-payment of rent. The present rent arrearage is in the amount of [Amount]. You
may redeem your tenancy by full payment of said arrears within [Number] days.
Sincerely,
Your name
Your title
Telephone contact
©
C
p
y
r
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h
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO TENANT OF RENT DEFAULT
This notice is in reference to the following described lease:
[Describe lease]
Please be advised that as of [Date], you are in DEFAULT IN YOUR PAYMENT OF RENT in the
amount of [Amount].
If this breach of lease is not corrected within [Number] days of this notice, we will take further action
to protect our rights, which may include termination of this lease and collection proceedings. This
notice is made under all applicable laws. All of our rights are reserved under this notice.
Sincerely,
Your name
Your title
Telephone contact
CERTIFIED MAIL, Return Receipt Requested
1481
1482
LEASING AND REAL ESTATE
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ASSIGNMENTS o
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ASSIGNMENT OF LEASE BY LESSEE WITH r
i
CONSENT OF LESSOR g
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This Assignment of Lease (the “Agreement”) is made and effective [DATE], n
v
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BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under s
o
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C
the [STATE/PROVINCE], with its head office located at: r
p
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5. ASSIGNMENT OF LEASE r
a
For value received, Assignor assigns and transfers to Assignee that lease, dated [DATE], executed by t
assignor as lessee and by [NAME] as lessor, of the following described premises: i
o
[DESCRIBE] n
.
together with all his right, title, and interest in and to the lease and premises, subject to all the conditions 2
and terms contained in the lease, to have and to hold from [DATE], until the present term of the lease 0
expires on [DATE]. 0
2
A copy of the lease is attached hereto and made a part hereof by reference. .
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1483
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6. ASSIGNOR WARRANTIES AND REPRESENTATION
Assignor covenants that he is the lawful and sole owner of the interest assigned hereunder; that this
interest is free from all encumbrances; and that he has performed all duties and obligations and made all
payments required under the terms and conditions of the lease.
Assignee agrees to pay all rent due after the effective date of this assignment, and to assume and perform
all duties and obligations required by the terms of the lease.
7. CONSENT OF LESSOR
The Lessor, named in the above assignment of that lease executed on [DATE], wishes to consent to this
Assignment. The Lessor also consents to the agreement by Assignee to assume after [DATE], the
payment of rent and performance of all duties and obligations as set forth in the lease, and releases
Assignor from all duties and obligations under the lease, including the payment of rent, after [DATE],
and accept Assignee as lessee in the place of Assignor.
assigns.
written.
ASSIGNOR ASSIGNEE
1484
LESSOR
1485
ASSIGNMENT OF MORTGAGE
This Assignment of Mortgage (the “Assignment”) is made and effective [DATE],
TERMS
For and in consideration of [AMOUNT], the receipt of which is hereby acknowledged by, [NOTARY
NAME], of [CITY, STATE/PROVINCE], the Assignor hereby grants, assigns and transfers to
Assignee that certain mortgage executed by [NAME], and dated, [DATE], and recorded in [OFFICES],
in [CITY, STATE/PROVINCE], in [Book of Mortgage], at page [NUMBER], together with the note
described therein and the money to become due thereon with the interest provided therein.
written.
ASSIGNOR ASSIGNEE
1486
ACKNOWLEDGMENT
State of [state]
County of [county]
instrument.
Signature
Notary
(Seal)
1487
ASSIGNMENT OF REAL ESTATE
CONTRACT AND SALE AGREEMENT
This Assignmentof Real Estate Contract and Sale Agreement (the “Agreement”) is effective [DATE],
RECITALS
WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale Agreement with
[NAME] as "Seller" and Assignor as "Buyer" which Agreement was executed on [DATE], by said
Assignor and on [DATE], by said Seller for the purchase and sale of certain real property being, lying
and situate in [CITY, STATE/PROVINCE], and more particularly described in said Agreement, copy
of said Agreement being attached hereto as Exhibit "A"; and,
WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's right, title
and interest in, to and under said Real Estate Purchase and Sale Agreement; and,
WHEREAS, Assignee is desirous of receiving all of Assignor's right, title andinterest in, to and under
said Real Estate Purchase and Sale Agreement;
TERMS
NOW, THEREFORE, for and in consideration of the sum of [AMOUNT]and other good and
valuable considerations, the receipt and sufficiency ofwhich are hereby acknowledged, Assignor has
assigned, transferred, sold and conveyed and by these presents does hereby assign, transfer, sell and
convey unto Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase
and Sale Agreement. Assignee hereby assumes all of Assignor's duties and obligations under said Real
Estate Purchase and Sale Agreement. This Assignment shall be binding upon Assignor and shall inure
to the benefit of Assignee and its successors, heirs and assigns.
1488
ASSIGNOR ASSIGNEE
1489
EXHIBIT A ©
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o
R EAL E STATE P URCHASE AND S ALE A GREEMENT p
ASSIGNMENT OF REAL ESTATE CONTRACT y
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This Assignmentof Real Estate Contract (the “Assignment”) is made and effective [DATE], h
t
E
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TERMS p
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For value received, which is acknowledged, the Assignor hereby assigns all interest and benefit in an r
Agreement of Purchase and Sale of [DESCRIBE PROPERTY] between [VENDOR] (the "Vendor") a
and the Assignor, accepted by the Vendor on [DATE], to the Assignee. t
i
The Assignor stipulates, however, that this Assignment is made completely at the risk of the Assignee o
without any representations, warranties or collateral assurances of any kind whatsoever with regard to n
the subject matter of this assignment, its ownership or the right to make this assignment. .
2
0
IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first above 0
written. 2
.
A
ASSIGNOR ASSIGNEE l
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1490
t
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1491
ASSIGNMENT OF RENTS BY LESSOR
This Assignmentof Rents (the “Assignment”) is made and effective [DATE],
RECITALS
For value received, Assignor assigns and transfers to Assignee, all rents and other sums due and to
become due, assign or under that lease Dated [DATE], between Assignor as Lessor, and [NAME], as
Lessee;
For the lease of the following described property:
[DESCRIBE]
5. Assignor warranties and representations
a. Assignor is the lawful owner of the above-described lease and of the rental property that is
the subject thereof and of all rights and interests therein.
b. The lease is genuine, valid, and enforceable.
c. Assignor has a right to make this assignment.
d. The rental property and rental payments and other sums are free from liens, encumbrances,
claims and set offs of every kind whatsoever except as follows:
[DESCRIBE]
1492
e. The balance of rental payments unpaid as of the date of this assignment is [amount]
commencing with the next payment due on [date].
6. TERMS AND CONDITIONS OF THE ASSIGNMENT
Assignor understands and agrees that:
a. Assignee does not assume any of the obligations arising under the Lease.
b. Assignor will keep and perform all of his obligations as Lessor under the Lease. In addition,
Assignor shall indemnify assignee against the consequences of any failure to do so.
c. Assignor will not assign any other interest in the lease, nor sell, transfer, mortgage, or
encumber the property described in the lease, or any part thereof, without first obtaining
the written consent of Assignee.
d. Assignee may, at his discretion, give grace or indulgence in the collection of all rent and other
sums due or to become due under the lease, and grant extensions of time for the payment of
any such sums.
e. Assignor waives the right to require assignee to proceed against Lessee, or to pursue any
other remedy.
f. Assignor waives the right, if any, to obtain the benefit of or to direct the application of any
security that is or may be deposited with Assignee until all indebtedness of Lessee to Assignee
arising under the lease has been paid.
g. Assignee may proceed against Assignor directly or independently of Lessee and the cessation
of the liability of Lessee for any reason other than full payment shall not in any way affect
the liability of Assignor hereunder, nor shall any extension, forbearance of acceptance,
release, or substitution of security, or any impairment or suspension of Assignee's remedies
or rights against Lessee in any way, affect the liability of Assignor hereunder.
h. Assignor guarantees due and punctual payment under the terms of the lease, In addition, on
any default by Lessee, assignor will, on demand, repurchase the rights assigned hereunder by
paying to Assignee the then total unpaid balance of rental payments under the lease.
i. Assignor appoints assignee as his attorney in fact to demand, receive, and enforce payment
and to give receipts, releases, and satisfactions and to sue for all sums payable, either in the
1493
name of assignor or in the name of Assignee, with the same force and effect as Assignor
could have done if this assignment had not been made.
7. NOTICES
Notice of this assignment may be given at any time at Assignee's option. In the event any payment under
the lease hereby assigned is made to Assignor, Assignor will promptly transmit such payment to
Assignee.
This assignment is irrevocable and shall remain in full force and effect until and unless there is payment
in full of any obligation, the payment of which is secured by it, or until and unless such obligation is
released in writing by Assignee.
ASSIGNOR ASSIGNEE
1494
ASSIGNMENT OF SUBLEASE
This Assignment of Sublease (the “Assignment”) is made and effective [DATE],
BETWEEN: [LANDLORD NAME] (the "Lessor"), a corporation organized and existing under the
AND: [TENANT NAME] (the "Lessee"), a corporation organized and existing under the laws of the
AND: [SUB-TENANT NAME] (the "Lessee"), a corporation organized and existing under the laws
For good consideration, it is agreed by and between the parties that:
6. ASSIGNMENT OF LEASE
Tenant hereby assigns, transfers and delivers to Sub-Tenant all of Tenant's rights in and to a certain lease
between Tenant and Landlord for certain premises known as [Describe], under lease dated [DATE].
7. SUB-TENANT’S OBLIGATIONS
Sub-Tenant agrees to accept said Lease, pay all rents and punctually perform all of Tenant's obligations
under said Lease accruing on and after the date of delivery of possession to the Sub-Tenant as contained
herein. Sub-Tenant further agrees to indemnify and save harmless the Tenant from any breach of Sub-
Tenant's obligations hereunder.
8. DELIVERY OF PREMISES
1495
The parties acknowledge that Tenant shall deliver possession of the leased premises to Sub-Tenant on
[DATE]; time being of the essence. All rents and other charges accrued under the Lease prior to said
date shall be fully paid by Tenant, and thereafter by the Sub-Tenant.
9. LANDLORD’S OBLIGATIONS
Landlord hereby assents to the assignment of lease, provided that:
d. Assent to the assignment shall not discharge Tenant of its obligations under the
Lease in the event of breach by Sub-Tenant.
e. In the event of breach by Sub-Tenant, Landlord shall provide Tenant with

written notice of same and Tenant shall have full rights to commence all actions
to recover possession of the leased premises [in the name of Landlord, if
necessary] and retain all rights for the duration of said Lease provided it shall pay
all accrued rents and cure any other default.
f. There shall be no further assignment of lease without prior written consent of

Landlord.
written.
TENANT SUB-TENANT
1496
LANDLORD
1497
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CONTRACTS, AGREEMENTS AND CHECKLISTS o
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ADDENDUM TO REAL ESTATE LEASE r
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This is an Addendum (the “Agreement”) to that certain Real Estate Lease dated [DATE] (the “Lease”)
E
and effective [DATE]
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RECITALS
a
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This Addendum relates to the premises leased by the Tenant (the “Premises”) in the building owned by
i
the Landlord (the “Building”), which is located at [FULL ADDRESS].
o
n
.
9. Exclusions From Operating Costs
2
0
In the event the Tenant is required to pay a portion of the “operating costs” of the Building, the
0
definition of "operating costs" shall not include: (i) costs incurred in renovating or otherwise improving,
2
painting or redecorating usable space for tenants; (ii) Landlord's costs of any services sold or provided
.
tenants or other occupants for which Landlord is entitled to be reimbursed by such tenants or other
A
occupants as an additional charge or rental over and above the basic rental and escalations payable under
l
the lease with such tenant or other occupant; (ii) legal fees and other related expenses associated with the
l
negotiation or enforcement of leases; (iv) all items and services for which Tenant reimburses Landlord
r
or pays third persons or which Landlord provides selectively without reimbursement to one or more
i
tenants or occupants of the Building (other than Tenant) which are not customary for normal office
g
use; (v) leasing commissions and other similar payments paid to agents or employees of Landlord,
h
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1498 s
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independent brokers and other persons incurred in connection with Landlord's leasing activities; (vi)
costs for space planning of tenant space in the Building; (vii) repairs or other work occasioned by fire,
windstorm or other casualty or damage to the extent Landlord is reimbursed by insurance; (viii) costs
for structural replacements to the steel frame, concrete floors, roof membrane of the Building; (ix)
Building depreciation; (x) interest on debt or amortization payments on any mortgages or deeds of trust
and rent under any ground leases; (xi) advertising and publicity expenditures; (xii) Landlord's reserve
accounts; (xiii) any compensation paid to clerks, attendants or other persons in commercial concessions,
if any, operation of any retail space or similar concessions; (xiv) costs of correcting construction defects
in the Building; (xv) costs of cleaning up or removing asbestos or hazardous materials; and (xvi) capital
improvements, capital repairs, capital equipment, and capital tools, all as determined in accordance with
generally accepted accounting principles. The operating costs shall be normalized to an assumed 100%
occupancy of the Building.
10. Property Tax
Notwithstanding anything to the contrary contained in the Lease, Tenant shall not be liable (directly or
indirectly) for any increase in real property taxes during the term of this Lease (as the same may be
extended from time to time) that results from a change in ownership of the Building or the land upon
which the Building is located.
11. Audit
Tenant shall have the right exercisable within [NUMBER] months after the receipt of any year end
statement that relates to operating costs of the Building to be paid by Tenant to cause the books and
records of Landlord relating to its operation and management of the Building to be audited by a certified
public accountant designated by Tenant, and reasonably acceptable to Landlord, to determine if the
foregoing year-end statements are accurate and correct. Such audit shall be paid for by Tenant, unless
the audit discloses a discrepancy in said statement in favor of Tenant which is greater than [%] of the
amount shown on the year-end statement, in which case the audit shall be paid by Landlord and the
amounts due by Tenant pursuant to this paragraph shall be adjusted accordingly.
12. Condition of the Building
A. Landlord represents that the Premises, at the time of occupation , will be in good and
reasonable condition and that the Premises will be suitable, in all material respects, for
Tenant's use.
1499
B. Landlord represents and warrants to Tenant that the Building does not present a health
hazard to occupants or guests and that the Landlord is in compliance in all material respects
with all laws, regulations, rules, ordinances, and court decrees affecting ownership and
operation of the Building.
C. Landlord shall maintain the Building in good order and condition (except for damage
occasioned by the act of Tenant or employees, licensees or invitees of Tenant, which damage
shall be repaired by Landlord at Tenant's expense) at least comparable to other buildings of
the class and nature of the Building.
D. Landlord shall adequately supply the Premises during reasonable and usual business hours
with (i) electricity for lighting and operation of office machines, (ii) heating, ventilation and
cooling reasonably required for the comfortable occupation of the Premises, (iii) elevator
service, either automatic or with attendants, as Landlord elects, (iv) lighting replacement (for
Landlord's designated Building standard lights), (v) restroom supplies, (vi) window
washing, (vii) security service, (viii) janitor service, (ix) such other services and amenities as
these customarily furnished in comparable buildings in the area.
13. Compliance
Landlord shall, at its sole cost and expense, comply with all laws, statutes, ordinances and governmental
rules or regulations now in force or which may hereafter be in force, insofar as any thereof relate to
Landlord's ownership and operation of the Building.
14. Expansion
Landlord agrees to negotiate in good faith with Tenant with respect to Tenant's needs for additional
expansion space which may from time to time become available in the Building.
15. Casualty
In the event of a fire or other casualty in the Premises, or a fire or other casualty in such portions of the
Building other than the Premises, where Tenant's direct access to the Premises and the use thereof for
the conduct of its business is adversely impaired, Tenant shall promptly give notice thereof in writing to
Landlord (unless Landlord already has notice thereof). The following provisions shall apply to a fire or
other casualty occurring in the Premises and/or the Building:
1500
A. If portions of the Building outside the Premises are damaged or destroyed (whether or not
the Premises are also damaged or destroyed) to such a degree that Tenant's direct access to
the Premises and the use thereof for the conduct of its business are adversely impaired and
sufficient repair can be made to the Building within [NUMBER] days from the date of such
damage or destruction so as to provide Tenant with direct access to the Premises and the use
thereof for the conduct of Tenant's business without significant impairment, Landlord,
subject to the provisions of this paragraph, shall diligently proceed to repair the same and
this Lease shall remain in full force and effect.
B. If Landlord reasonably determines that it cannot complete the repairs provided in

subparagraph (a) and (b) above within the time periods therein provided, Landlord shall
notify Tenant of said effect within [NUMBER] days after the date of such damage and
destruction, and in such event, Tenant may terminate this Lease within [NUMBER] days
after the date of such notice.
C. If this Lease is not terminated pursuant to the terms of this paragraph 6, Landlord shall
diligently proceed to repair and rebuild the Premises and the Building, as necessary, as
permitted by and subject to then applicable law, ordinance and regulation, and this Lease
shall remain in full force and effect; provided that Landlord shall also be required to repair
any injury or damage and to make any repairs or replacements of any improvements installed
in the Premises by or for Tenant.
D. During any period when the Premises are unusable for the conduct of Tenant's ordinary
business operations, and are actually not used by Tenant, provided that the casualty is not
the result of the negligence or willful misconduct of Tenant or Tenant's employees then
during the period the Premises are rendered unusable by such casualty, Tenant shall be
entitled to a reduction in rent in the proportion that the area of the Premises not occupied
by Tenant bears to the total area of the Premises.
16. Permitted Uses
Tenant is permitted to use the Premises for any legal purpose or business.
LANDLORD TENANT
1501
1502
ADDENDUM TO RENT AGREEMENT
This Addendum to Rent Agreement (the “Agreement”) is made and effective [DATE]
3. FOR STORAGE ROOM
Owner rents to the Tenant, and the Tenant hires from the Owner, the storage room known as
[DESCRIBE] at [ADDRESS], [CITY/STATE]. Rent is due in advance on the first (1st) day of each
4. FOR RESERVED PARKING SPACE
Owner rents to the Tenant, and the Tenant hires from the Owner, the reserved parking space known as
[DESCRIBE] at [ADDRESS], [CITY/ST/ZIP]. Rent is due in advance on the first (1st) day of each
1503
THIS PARKING SPACE AND/OR STORAGE ROOM IS SUBJECT TO THE COVENANTS
AND OBLIGATIONS PROVIDED IN THE RENT AGREEMENT, ADDENDUM RELATING
TO RENT, AND RULES AND REGULATIONS, ALL AS IF THIS ADDENDUM WAS
INCLUDED THEREIN.
LANDLORD TENANT
1504
AGREEMENT FOR PERMISSION TO SUBLET
This is an Agreement for Permission to Sublet (the “Agreement”) effective [DATE],
RECITALS
This Agreement is in regards with the premises of Landlord located at [address of premises] and leased
to Tenant under a lease dated [enter date of lease], the term of which is to expire [enter date of lease
expiration].
Now, therefore, it is agreed as follows:
4. PERMISSION TO SUBLET
A. Permission is hereby granted to Tenant to sublease the premises described above for a term
of [lease term] beginning [date lease is beginning] and ending [date lease is ending].
B. Any and all subtenants shall be required to conform to all obligations and covenants of the
Tenant as set forth in the above-described lease, all provisions of said lease remaining in full
force and effect for the entire term of the sublease.
1505
C. Any and all adult subtenants shall be required to complete the Landlord's standard rental
application and must meet the usual character, employment and credit requirements for
tenancy.
In the event legal action is required to enforce any provision of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney's fees and costs.
6. NOT A RELEASE TO LEASE
This permission to sublease in no way releases the above-named Tenant from any obligation,
responsibility or duty of a Tenant as set forth in the above-described lease.
LANDLORD TENANT
1506
AGREEMENT TO CANCEL LEASE
This Agreement to Cancel Lease (the “Agreement”) is made and effective [DATE],
Whereas the Landlord and the Tenant executed a lease dated [DATE] (the "Lease") of certain premises
located at [ADDRESS] (the "Premises") but the parties now wish to cancel the Lease;
TERMS
5. In return for the Tenant vacating the Premises on or before [DATE] (the "Termination Date"),
the Lease is cancelled effective that date and the parties will have no further obligation to each
other under the Lease.
6. Nothing in this agreement operates to discharge obligations and liabilities accrued under the
Lease up to the date of its cancellation.
7. If the Tenant does not vacate the Premises on or before the Termination Date, this agreement
is null and void.
1507
LANDLORD TENANT
1508
AGREEMENT TO LEASE
This is an Agreement to Lease (the “Agreement”) effective [DATE],
TERMS
It is agreed that:
9. Lessor does hereby agree to grant, demise and let and Lessee does hereby agree to take premises
situated in [CITY, STATE/PROVINCE] at [ADDRESS] and described as [DESCRIBE] with
appurtenances, from Start Date [DATE] to Ending Date [DATE], at the rent or sum of
[AMOUNT], to be paid as follows:
[ENTER LEASE TERMS]
10. The parties here shall execute the lease herein provided for on[DATE].
11. The Lessor shall [Enter any utilities and/or maintenance paid by Lessor].
12. The Lessee shall [Enter any utilities and/or maintenance paid by LessEE].
13. In the event that the Lease herein provided for shall be executed, then and in such case the Lessor
shall give, and the Lessee shall take possession of said premises on [DATE OF POSSESSION]
and the rent shall commence and be payable from said last mentioned date.
1509
14. In the event either party hereto shall neglect, refuse or in any way fail to execute the Lease herein
provided or at said time and place, then the party in default shall pay to the other party the sum
of [AMOUNT] as liquidated damages and not as a penalty.
15. The Lease shall contain the following provisions [Enter PROVISIONS].
16. These presents shall operate only as an agreement to lease, and not as a lease.
LESSOR LESSEE
1510
AGREEMENT TO RESCIND CONTRACT OF SALE
This Agreement to Rescind Contract of Sale (the “Agreement”) is a made and effective [DATE],
TERMS
5. The contract of sale of real property located in [city], [state/province], and described as:
[set forth legal description], which contract was executed on [date] by the undersigned as seller and
purchaser, respectively, is hereby by mutual agreement of the parties, rescinded and terminated.
6. Seller waives and releases all right and claim against purchaser, and purchaser waives and releases
all right against seller and all right, title, and interest in the described real property.
7. The deposit previously made by purchaser shall be [returned in its entirety to purchaser or
retained by seller or as the case may be].
8. The escrow costs and charges incurred to date shall be [borne and paid equally by the parties or
as the case may be].
Executed in duplicate at [designate place of execution].
SELLER PURCHASER
1511
1512
AMENDMENT TO LEASE
This Amendment to that certain Lease dated [DATE] (the “Amendment”) is made and effective
[DATE],
RECITALS
WHEREAS, the parties wish to amend certain terms of the Lease; and
WHEREAS, certain capitalized terms not otherwise defined herein are defined in the Lease;
7. Rent Change
Section [NUMBER] of the Lease is hereby amended to provide monthly rent, effective as of [DATE],
shall be [AMOUNT].
8. Other Changes
The Lease is hereby amended in the following additional manner:
[DESCRIBE]
1513
9. Entire Agreement
This Amendment, together with the Lease, constitutes the final, complete and exclusive statement of
the agreement between the parties pertaining to their subject matter and supersedes any and all prior
and contemporaneous understandings or agreements of the parties.
10. Modification
11. Inconsistency
In the event of any conflict between this Amendment and the Lease, the terms of this Amendment shall
govern.
12. Lease Continuance
Except with respect to the changes effected by this Amendment, the Lease continues to remain in full
force and effect.
LESSOR LESSEE
1514
1515
APPLICATION FOR ZONING VARIANCE
This Application for Zoning Variance (the “Agreement”) is made and effective [DATE],
BETWEEN: [Board of Zoning or Board of Adjustment] (the "Board"), a corporation organized

AND: [APPLICANT NAME] (the "Applicant"), a corporation organized and existing under the laws
4. Statement of Ownership and Interest
a. The Applicant is the owner of property situated at [address].
b. The legal description of the property is as follows: [DESCRIBE].
c. The applicant(s) acquired the above-described property on [date].
5. Request
The Applicant requests the following variance(s):
d. Section(s) of Zoning Ordinance concerned: [IDENTIFY].
e. Description and purpose of use restriction(s) sought to be varied: [for example: Reduction
in front set-back requirements from 40 feet to 30 feet].
f. Statement of variance sought: [for example: To obtain a waiver of the uses permitted in
residential zone R-1 by permitting three-family occupancy of the subject property].
6. Reasons for Request
1516
h. The strict application of the above-referenced provisions of the Zoning Ordinance would
result in practical difficulties or unnecessary hardship inconsistent with the general purpose
and intent of the Zoning Ordinance of the City of [CITY].
i. The exceptional or extraordinary circumstances or conditions applying to the property

involved or intended use of the property involved or intended development of the property
involved that do not apply generally to other properties or uses in the same zoning district
or neighborhood are [specify].
j. The granting of the variance(s) sought will not be a substantial detriment to the public
interest or to the property or improvements in the zoning district concerned, and will not
materially impair the purpose of the Zoning Ordinance of the City of [CITY] because
[specify].
k. Section of Zoning Ordinance proposed for amendment: [IDENTIFY].
l. Proposed amendatory wording: [DESCRIBE].
m. Circumstances or changed conditions that justify the proposed amendment: [DESCRIBE].
n. The proposed amendment will clarify or improve the ordinance for the following reason(s):
[DESCRIBE].
BOARD APPLICANT
1517
1518
ASSIGNMENT OF LEASE
This Assignment of Lease (the “Agreement”) is made and effective [DATE],
RECITALS
C. Assignor, as lessee, has executed that certain Lease, dated [DATE] (the “Lease”), covering those
certain premises and related improvements described on Exhibit A attached hereto (the
“Premises”).
D. Assignor desires to assign its rights as lessee in the Lease to Assignee, and Assignee desires to
on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and conditions contained in this Agreement,
Assignor and Assignee hereby agree as follows:
1. Assignment and Assumption of Lease
Subject to the provisions of this Agreement, Assignor does hereby assign, transfer, set over and deliver
to Assignee all of its right, title and interest in and to the Lease, and by accepting this assignment and by
the execution of this Agreement, Assignee hereby assumes the payment and performance of, and agrees
to pay, perform and discharge, as a direct obligation of Assignee, all of Assignor’s duties and other
obligations under the terms, covenants and conditions of the Lease, including, without limitation, the
1519
payment of rent and compliance with all terms, covenants and conditions of the Lease. Except as
otherwise expressly provided in this Agreement, all the terms, covenants and conditions of the Lease
remain in full force and effect as applied to Assignee.
2. Restrictions
The assignment of the Lease is made subject, subordinate and inferior to any easements, covenants and
other matters and exceptions of record or apparent as of the date of this Agreement.
3. Security Deposit
Upon the execution of this Agreement, Assignee shall pay to Assignor [AMOUNT], which is the
amount of the security deposit held by the lessor pursuant to the Lease.
4. CONDITIONS OF THE PREMISES
“AS IS” ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF,

THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, ASSIGNOR IS ASSIGNING
THE LEASE AND DELIVERING THE PREMISES “AS IS, WHERE IS” AND IN ITS PRESENT
CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
STATUS, NATURE, QUALITY OR CONDITION OF THE LEASE OR THE LEASED
PREMISES.
5. Indemnification
Assignee hereby agrees to indemnify, defend and hold harmless Assignor from any and all costs,
liabilities, losses, damages, expenses, liens or claims (including, without limitation, reasonable attorneys’
fees and costs) arising out of or relating in any way to the Lease except to the extent they arise from any
failure by Assignor to perform its duties or other obligations under the terms, covenants and conditions
of the Lease prior to the Effective Date.
1520
Assignee further agrees to protect, indemnify and hold harmless Assignor and its officers, employees,
representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents,
affiliates, benefit plans, successors, heirs and assigns from and against any and all costs, liabilities, losses,
damages, expenses, liens or claims (including, without limitation, reasonable attorneys’ fees and costs)
directly or indirectly arising out of or attributable to the acts or omissions of Assignee or its agents,
contractors, servants or employees with respect to Premises or any activities thereon. This indemnity
shall survive the termination of the Lease and this Agreement.
The relationship of the parties hereto is solely that of Assignor and Assignee with respect to the Premises
and no joint venture or other partnership exists between the parties hereto. Neither party has any
fiduciary relationship hereunder to the other.
7. Notice
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered
(a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a
commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices
shall be addressed to addresses contained in this Agreement or to such other address as either party may
from time to time specify in writing to the other party. Any notice shall be effective only upon delivery,
which for any notice given by facsimile shall mean notice which has been received by the party to whom
it is sent as evidenced by confirmation slip.
8. Entire Agreement
This Agreement constitutes the entire agreement of the parties pertaining to its subject matter and
supersedes any prior or contemporaneous negotiations, representations, agreements and
not contained in this Agreement. As between Assignor and Assignee, in the event of any conflict or
discrepancy between the Lease and this Agreement, the provisions of this Agreement shall control.
In interpreting the language of this Agreement, all parties to this Agreement shall be treated as having
drafted this Agreement after meaningful negotiations. The language in this Agreement shall be
1521
construed as to its fair meaning and not strictly for or against either party. This Agreement may be
modified only by a writing signed by each party.
If any party hereto fails to perform any of its obligations under this Agreement or if a dispute arises
between the parties hereto concerning the meaning or interpretation of any provision of this Agreement,
and an action is filed, the prevailing party in any such action shall be entitled to recover from the other
party, in addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees
and disbursements, including such incurred in connection with any appeal.
11. Counterparts
This Agreement may be signed in counterparts and all counterparts so executed shall constitute one
counterpart.
12. Binding Effect
This Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns.
13. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of
[STATE/PROVINCE].
LESSOR LESSEE
1522
1523
EXHIBIT A
[ DESCRIPTION OF PREMISES ]
1524
BUYER'S PROPERTY INSPECTION REPORT
Estimated
Satisfactory To Change
Cost
Grounds
Landscaping
Sewers or Septic Tank
Sprinklers
Other
Building
Roof
Chimney
Foundation
Wood Exteriors
Other
Heating & Air Conditioning Systems
Furnace
Air Conditioning
Water Heater
Other
Built-In Appliances & Equipment
Alarm System
Ovens
Burners
Disposal
Smoke Detectors
Intercom
Phone Connections
Other
Electrical Systems
Interior Lighting
Exterior Lighting
Other
Plumbing
Bathrooms
Kitchen
Laundry
Other
Glass
Windows
Glass Doors
1525
Other
TOTAL
1526
©
C
o
p
CHECKLIST F OR O FFICE L EASES y
r
i
g
❑ Nature and duration of the lease h
t
❑ Determine the term of the lease, and when the lessee is entitled to possession. E
❑ Is the lease to be a net lease? n
❑ What are the duties of the lessor? v
i
s
❑ Competition i
o
❑ Are the restrictions reasonable? n
❑ What rights does the lessee have in the event the lessor violates any restrictive covenant, C
thereby reducing the value of the lease to the lessee? o
r
p
❑ Space o
r
❑ What is the rentable and usable square footage? a
❑ Is rent based on usable or rentable square footage? t
❑ Verify square footage number provided by the landlord. i
o
n
❑ Permitted Uses of the Premises .
2
❑ What uses of the premises are permitted? 0
❑ Is the permitted use clause broad enough for possible changes in the business? 0
❑ Is the permitted use clause broad enough for potential assignments or subleases? 2
❑ Can the use clause be drafted to include “any lawful purposes”? .
❑ Can uses be changed with landlord’s consent, which consent can’t be unreasonably A
withheld or delayed? l
l
r
❑ Primary lease term i
g
❑ What is the commencement date of the lease? h
t
s
1527
r
e
s
e
r
❑ What happens if the space is not ready on the commencement date? Is there rent abatement,
monetary damages, right to cancel the lease, or other remedies specified?
❑ What is the termination date?
❑ Does the landlord have the right to terminate early without cause?
❑ Does the tenant have the right to terminate early by payment of a fee?
❑ Rentals
❑ What is the base rent for the primary term?

❑ Are there escalation clauses?
❑ Determine whether the escalation is keyed to actual increases in operating
❑ Are there cost of living increases?
❑ Is there a cap on any rent increases?
❑ Is there a reasonable grace period and written notice before a late charge is imposed?
❑ Common area maintenance and Operating costs
❑ What does the tenant have to contribute for common area maintenance, ventilating,
heating, air conditioning, and other building operation costs?
❑ Is there a cap?
❑ Can the amount be increased each year?
❑ Real estate taxes and other impositions:
❑ Does the tenant have to pay a portion of the real estate taxes?
❑ What increases over base year are allowed?
❑ Is there a cap on tax increases?
❑ Does the tenant have to pay increased taxes that may occur on sale of the building?
❑ Are there any special provisions or exceptions on the payment of these expenses?
❑ When is payment due?
❑ What detailed reports does the landlord have to provide the tenant showing the actual
expenses?
❑ What audit rights does the tenant have to review the landlord’s books and records?
❑ Are there provisions made for weekend and holiday service? What are the charges?
❑ Does the tenant have a remedy for service interruption?
❑ Tenant Improvements
❑ What tenant improvements will be necessary?

❑ What is the cost?
1528
❑ How much time will it take to complete the tenant improvements?
❑ Will the landlord contribute to the cost for the tenant improvements?
❑ What approvals will be necessary?
❑ What permits will be necessary?
❑ Does the landlord or the tenant own any improvements?
❑ Repairs and replacements
❑ What responsibility does the tenant have for repairs or replacements?

❑ What responsibility does the landlord have for repairs or replacements?
❑ At the end of the tenancy, is tenant’s obligation to return the premises in same condition
at the beginning of tenancy, excluding (1) ordinary wear and tear, (2) damage by fire and
other unavoidable casualty, and (3) alterations previously approved by landlord?
❑ Utilities
❑ Direct supply or individually metered?

❑ Method of computing payment?
7.
❑ Assignment and subletting
❑ Is the landlord’s written approval required?

❑ What standard is there for approval? absolute discretion? reasonable approval?
❑ Does the landlord have the right to cancel lease if notified by assignment of sublease?
❑ If the assignment or sublet is at a higher price than the base rent, who keeps the excess?
❑ Can the lease be assigned to affiliates of the tenant without landlord approval?
❑ Can the landlord terminate the lease if the stock ownership of the tenant changes?
❑ Subordination and attornment
❑ All present or future mortgages?

❑ Execution of estoppel certificates required?
❑ Tenant agrees to attorn to landlord’s successor in interest?
❑ Destruction
1529
❑ Is there a right of cancellation for the tenant in the event of destruction?
❑ What obligation does the landlord have to rebuild?
❑ Does the tenant share in any proceeds from insurance?
❑ Indemnity and Disclaimer
❑ Indemnity mutual or tenant only?

❑ Waiver of claims mutual or tenant only?
❑ Waiver of subrogation?
❑ Landlord liability limited to interest in property?
❑ Default
❑ Does the tenant have a cure period after notice of a breach?

❑ What remedies are available for breach?
8.
9.
❑ Landlord’s warranties
❑ First class services?

❑ Security building?
❑ Ownership of building?
10.
❑ Option to renew
❑ Does the tenant have the option to renew the lease?

❑ How long is the renewal option?
❑ How far in advance must the option be exercised?
❑ How is rent determined for the renewal period?
❑ Right of first refusal or first offer for additional space
❑ What is the scope of any right of first offer or first refusal?

❑ How is rent determined?
❑ How long does the tenant have before exercising the right?
1530
❑ Security deposit
❑ What is the amount? Can it be a letter of credit?

❑ Is there interest on the security deposit?
❑ Does the lease provide for the return of the tenant’s security deposit within a set number
of days after termination of the lease?
❑ Guaranty
❑ Is a personal guarantee required?

❑ When does the guarantee terminate?
❑ Mortgages
Can any mortgages adversely affect the tenant’s rights if foreclosed upon?
❑ Free rent
❑ Will the landlord grant a free rent period?

❑ When does it have to be returned (e.g., on breach of lease)?
❑ Compliance With Law
❑ Does landlord warrant that the premises are in compliance with applicable law?
❑ If tenant is obligated to comply with applicable law, does it exclude matters that should
more properly be the responsibility of the landlord (e.g., asbestos problems, disability
access)?
❑ Is landlord obligated to comply with all laws applicable to its control of the building?
❑ Insurance
❑ What insurance is the tenant required to maintain?

❑ What insurance is the landlord required to maintain?
1531
❑ Has the tenant’s insurance agent reviewed the insurance requirements in the lease?
❑ Rules and Regulations for the Building
❑ Are there specific rules and regulations in existence?

❑ Can the rules be changed without approval of tenant?
❑ Is the landlord required to enforce the rules and regulations against other tenants?
❑ Are there any rules that interfere with the expected operations of the tenant?
❑ Rights of Entry
❑ Except of emergencies, what notice must landlord give for entry into tenant’s premises?
❑ Are there any restrictions on landlord interfering with tenant’s business in showing the
premises to buyers, lenders or prospective tenants?
❑ Signage
What signage is the tenant allowed to put in or about the building and premises?
❑ Parking
❑ How many parking spaces will be available to the tenant? At what cost?
❑ Subletting
❑ Is the lessee entitled to sublease the property or to assign the lease?

❑ What is required before the lessee may sublease?
❑ Work letter
Space is rarely taken by tenants in ``as is'' condition, whether the building is new or old. The fitting out
of the premises to mutually agreed specifications is accomplished by a work letter – a contract between
the landlord and tenant describing what is to be built, who pays for it and how, what the schedule for
completion is, who is responsible for delays and cost overrun and more.
1532
❑ Zoning
❑ What zoning applies to the building, and is lessee's intended use permitted?
❑ Are there covenants or restrictions on the property? Easements?
❑ How about easements the lessee must have on adjacent property in order to fully utilize
the leased property?
1533
CHECKLIST: REAL ESTATE CONTRACT CLAUSES
This Checklist addresses some of the most common issues that occur when a real estate agreement is
being negotiated. After reviewing it, you should be in good position to understand what to look for in
any real estate contract. Of course, before signing any legal document, make sure that you have your
attorney review it.
PURCHASER FINANCING CONDITIONS
This agreement is conditional in favor of the purchaser on the purchaser arranging adequate financing
to complete the purchase on acceptable terms to the purchaser.
of the date of this agreement that the purchaser has arranged adequate financing to complete the
purchase on acceptable terms to the purchaser; failing such notice, this agreement is automatically void
and the vendor shall immediately return any deposit paid by the purchaser without interest or
deduction.
PURCHASER INSPECTION CONDITION
of the date of this agreement that the purchaser has obtain an inspection report satisfactory to the
purchaser from a person chosen by the purchaser as to the condition of the building(s) on the subject
property; failing such notice, this agreement is automatically void and the vendor shall immediately
return any deposit paid by the purchaser without interest or deduction.
PURCHASER HOME SALE CONDITION
of the date of this agreement that the purchaser has entered into a binding agreement for the sale of the
purchaser's property at [ADDRESS]; failing such notice, this agreement is automatically void and the
vendor shall immediately return any deposit paid by the purchaser without interest or deduction. While
the agreement is subject to this condition, the vendor may continue to advertise the subject property for
sale and may require the purchaser by notice in writing to deliver a written waiver of this condition to
the vendor within two days of the date of receipt of the notice; failing such delivery, this agreement is
automatically void and the vendor shall immediately return any deposit paid by the purchaser without
interest or deduction.
1534
UNSPECIFIED PURCHASER CONDITION
VENDOR HOME PURCHASE CONDITION
of the date of this agreement that the vendor has entered into a binding agreement to purchase another
home; failing such notice, this agreement is automatically void and the vendor shall immediately return
any deposit paid by the purchaser without interest or deduction.
UNSPECIFIED VENDOR CONDITION
VENDOR MORTGAGE TAKE-BACK
The vendor agrees to take a [first, second, etc.] mortgage back as part of the purchase price payable on
closing in the principal amount of [AMOUNT] accruing interest at the rate of [%] per annum,
calculated semi-annually not in advance and amortized over [NUMBER] years for an actual term of
[NUMBER] years, repayable in blended monthly payments of principal and interest of [AMOUNT].
The mortgage back shall be pre-payable in full or in part at any time or from time to time without penalty
or bonus.
VENDOR SURVEY
The vendor shall supply the purchaser with an up-to-date survey of the subject property, showing its lot
lines in relation to neighboring properties and the location of any buildings and other structures on the
subject property in relation to the lot lines, prepared by a qualified land surveyor and acceptable to the
purchaser's mortgagee, within a reasonable time before closing.
1535
NON-MERGING OUTSTANDING WORK COVENANTS
The vendor agrees to perform the work detailed in Schedule A before closing. This covenant is a
condition of closing in favor of the purchaser but, at the option of the purchaser, also operates as a non-
merging warranty surviving closing entitling the purchaser to sue the vendor for damages for breach of
contract.
EXTENSION OPTION
The [VENDOR/PURCHASER] has the option, exercisable by notice in writing to the

[PURCHASER/VENDOR] at least five clear days before the originally scheduled closing date of this
transaction, of extending the closing date by no more than [NUMBER] days.
1536
CONSENT BY LESSOR TO ASSIGNMENT OF LEASE
This Consent by Lessor to Assignment of Lease (the “Consent”) effective [DATE],
AND: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under the laws
RECITALS
C. Assignor, as lessee, and Lessor have executed that certain Lease, dated [DATE] (the “Lease”),
covering those certain premises and related improvements described on Exhibit A attached
hereto (the “Premises”).
D. Assignor desires to assign its rights as lessee in the Lease to Assignee and Assignee desires to
and Lessor is willing to consent to such assignment and assumption on the terms and conditions
set forth in this Consent.
NOW, THEREFORE, in consideration of the payment by Assignor of [AMOUNT], payable on or

before [DATE], the parties hereby agree as follows:
1. Consent to Assignment
Lessor hereby consents to the assignment of the Lease to Assignee on the terms and conditions of the
Assignment of Lease of even date herewith delivered to Lessor. Lessor’s consent to the assignment of the
Lease to Assignee shall not be deemed to be a consent to any other or subsequent assignment.
2. Release
Lessor, on behalf of itself and its representatives, agents, heirs and assigns, release and discharge Assignor,
Assignor’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys,
directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and
assigns from any and all claims, liabilities or obligations of every kind and nature, whether now known
or unknown, suspected or unsuspected, which Lessor ever had or now have against any of them. The
released claims include without limitation any claims arising out of or related to the Lease and/or any of
the conditions, events, transactions or series of transactions related thereto. The released claims also
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specifically include all claims arising under any federal, state or local law or statute; the law of contract
and tort; and any claim for attorneys’ fees.
3. Waiver of Unknown Claims
Lessor acknowledges that there may exist claims or facts in addition to or different from those which are
now known or believed by it to exist and represent that, by means of the release set forth in Article 2
above, it is nonetheless their intention to fully settle and release all such claims, whether known or
unknown.
Lessor agrees never to commence or prosecute any action against Assignor or any of the other parties
identified in Article 2 above based in whole or in part upon any of the claims described in Article 2
above.
4. Entire Agreement
This Consent constitutes the entire agreement of Lessor and Assignor pertaining to its subject matter
and supersedes any prior or contemporaneous negotiations, representations, agreements and
not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the
parties to any term or condition contrary to or in addition to the terms and conditions contained in this
Consent.
In interpreting the language of this Consent, the Lessor and Assignor shall be treated as having drafted
this Consent after meaningful negotiations. The language in this Agreement shall be construed as to its
fair meaning and not strictly for or against either party. This Consent may be modified only by a writing
signed by Lessor and Assignor.
If any party hereto fails to perform any of its obligations under this Consent or if a dispute arises between
the parties hereto concerning the meaning or interpretation of any provision of this Consent, and an
disbursements, including such incurred in connection with any appeal.
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7. Counterparts
counterpart.
8. Binding Effect
This Consent shall be binding on Lessor, and inure to the benefit of Assignor and its respective heirs,
9. Governing Law
[STATE/PROVINCE].
LESSOR LESSEE
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EXHIBIT A
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[ DESCRIPTION OF PREMISES ] o
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CONSENT BY LESSOR TO SUBLEASE i
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This Consent by Landlord to Sublease (the “Consent”) is made and effective [DATE],
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C. Tenant, as Tenant under the Lease, and Landlord have executed that certain Lease dated
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[DATE] (the “Master Lease”), covering those certain premises and related improvements
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described in the attached Exhibit “A” (the “Premises”).
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D. Tenant desires to sublease [all] [a portion] of the Premises to [NAME] (“Subtenant”) and
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Subtenant desires to accept a sublease in the form attached as Exhibit “B” (the “Sublease”).
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Landlord is willing to consent to the Sublease on the terms and conditions set forth in this
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Consent.
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NOW, THEREFORE, in consideration of the payment by Tenant of [AMOUNT], payable on or
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before [DATE] to Landlord, the parties agree as follows:
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1. Consent to Sublease
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Landlord hereby consents to the Sublease and the transactions contemplated thereby. Landlord’s
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consent to the Sublease shall not be deemed to be a consent to (i) any further or other subleasing of the
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Subleased Premises, (ii) any subleasing of any other portion of the Premises, or (iii) the subleasing of any
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portion of the Premises to any other subtenant or on any other or different terms than those stated in
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the Sublease. Tenant shall provide Landlord with a fully-executed copy of the Sublease promptly after
execution.
2. Continuing Liability
Tenant acknowledges that (i) Tenant shall remain primarily liable for, and shall not be released from,
the full and faithful performance of all terms and conditions of the Master Lease, notwithstanding the
existence of (and Landlord’s consent to) the Sublease, or any breach committed by Subtenant under the
Sublease, and (ii) Landlord shall be entitled to pursue all remedies available in the event of Tenant’s
breach of the Master Lease, without regard to the performance or nonperformance of the terms of the
Sublease by Subtenant.
3. Monthly Basic Rent
Landlord and Tenant acknowledge and agree that the Monthly Basic Rent due from Subtenant under ©
the Sublease [AMOUNT] does not exceed the Monthly Basic Rent due from Tenant under the Master C
Lease. o
4. Entire Agreement p
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This Consent constitutes the entire agreement of Landlord and Tenant pertaining to its subject matter r
and supersedes any prior or contemporaneous negotiations, representations, agreements and i
understandings of the parties with respect to such matters, whether oral or written. The Parties g
acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, h
not contained in this Consent. t
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5. Interpretation; Amendment n
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In interpreting the language of this Consent, Landlord and Tenant shall be treated as having drafted this i
Consent after meaningful negotiations. The language in this Agreement shall be construed as to its fair s
meaning and not strictly for or against either Party. This Consent may be modified only by a writing i
signed by Landlord and Tenant. o
6. Attorneys’ Fees n
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If any Party hereto fails to perform any of its obligations under this Consent or if a dispute arises between o
the Parties hereto concerning the meaning or interpretation of any provisions of this Consent, and an r
action is filed, the prevailing party in any such action shall be entitled to recover from the other party, in p
addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees and o
disbursements, including such fees and disbursements incurred in connection with any appeal. r
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7. Counterparts
contract, binding on all parties hereto.
8. Binding Effect
This Consent shall be binding on Landlord, and inure to the benefit of Tenant and its respective heirs,
9. Governing Law
[STAE/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day and year first
written above.
LESSOR LESSEE
1542
EXHIBIT A:THE PREMISES
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EXHIBIT B: THE SUBLEASE C
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CONTRACT OF SALE OF COMMERCIAL PROPERTY r
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This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],
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RECITALS
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In consideration of the covenants and agreements of the respective parties, as set forth below, Seller
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agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real
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property situated in [city], [state], and particularly described as follows:
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together with all improvements on the property and appurtenances to it, and the articles of equipment
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and other personal property listed in Exhibit A, which is attached and incorporated by reference. The
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real and personal property described above is referred to as property.
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Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads,
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and avenues adjoining the real property, and shall further include any award for damaging or taking by
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eminent domain by public or quasi-public authority, of the real property or any part of it.
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1. PRICE
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The purchase price for property is [AMOUNT], payable as follows:
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[describe terms].
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2. TITLE; TENANCIES
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A. Conveyance of title to property shall be by warranty deed with full covenants, executed by
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Seller [if appropriate, add: accompanied by a duly certified resolution of the board of
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directors of Seller, authorizing the conveyance], to Purchaser or Purchaser’s nominees. Title
to be conveyed shall be good and marketable, subject only to [specify acceptable liens,
encumbrances, restrictions, easements and other burdens].
B. Property is presently occupied by [number] tenants under month-to-month tenancies or

leases, as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer
of title and possession to property shall be subject to those tenancies, but all right, title and
interest of Seller in property shall be transferred to Purchaser or its nominees at the time of
conveyance of title.
C. Conveyance of title shall be made and sale closed within [number] days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by [name
of title company], insuring title to property to be in Purchaser or its nominees, subject only
to the matters set forth in this agreement
3. ASSESSMENTS
If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of transfer
shall nevertheless be deemed to be due and payable at such time and as liens on the real property
described above, and all such assessments shall be paid and discharged by Seller.
4. ESCROW; PRO-RATION
A. Escrow shall be opened with [name of escrow company]. Such instructions as the escrow
company may require, not inconsistent with the provisions of this agreement, shall be signed
and filed by the parties.
B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due
but not delinquent, prepaid insurance premiums [add other items, as appropriate].
C. Escrow shall close when the escrow company is in a position to record all documents
required under this agreement, make all disbursements, and [issue or secure] a title insurance
policy.
5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
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A. Risk of loss or damage by fire or other casualty to property or any part of property prior to
close of escrow shall be the risk of Seller. In the event of such loss or damage prior to closing,
this agreement shall not be affected but Seller shall assign to Purchaser all rights under any
insurance policy or policies applicable to the loss. If action is necessary to recover under any
casualty policy, Seller shall grant permission to bring the action in Seller’s name.
B. Improvements and personal property described above shall be maintained in their present
condition prior to the close of escrow by Seller, wear from normal and reasonable use and
deterioration excepted.
C. Possession of property, subject to the leases and tenancies referred to above, shall be
transferred at close of escrow.
6. COMMERCIAL ZONING
Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and
within such zoning. Purchaser plans the use of property for [describe purposes]. Purchaser intends to
apply for a [building permit or as the case may be] for such additional use, and for appropriate
amendments to the existing zoning plan for the area in which property is located. Seller will cooperate
fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed with the
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described project because of any adverse decision of [city], or any board, commission, or officer of [city],
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Purchaser shall [state agreed remedy, such as: remit [AMOUNT of the purchase price by crediting that
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amount on the purchase-money mortgage to be executed by Purchaser in favor of Seller].
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7. BROKER’S COMMISSION
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A commission of [AMOUNT] has become due from Seller to [name of broker] by reason of the sale
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provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from
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cash payable on close to Seller.
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8. SURVEY
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Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver
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to Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all
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improvements upon the Property.
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9. EXAMINATION OF TITLE AND TIME OF CLOSING
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If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the
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Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be
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closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney,
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on or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any
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defect or condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify
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the Seller of such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall
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have [NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after
delivery of acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller
agrees to pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties
otherwise agree. If Seller is unable to convey to Buyer a good and insurable title to the Property, the
Buyer shall have the right to demand all sums deposited by Buyer and held by or for the Seller. At the
same time, Buyer shall return to Seller all items, if any, received from Seller, whereupon all rights and
liabilities of the parties to this contract shall cease. However, the Buyer shall have the right to accept such
title as Seller may be able to convey and to close this sale upon the other terms as set forth in this contract.
10. DEFAULT BY BUYER
If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may
retain, as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is
Seller’s exclusive remedy.
11. DEFAULT BY SELLER
If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be
returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the
breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are
cumulative and not exclusive of one another, and all other remedies shall be available in either law or
equity to Buyer for Seller’s breach hereof.
12. ATTORNEY FEES AND COSTS
If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing
party shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney's
fees and court costs.
13. CONDITION OF THE PROPERTY
Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted,
and further certifies and represents that Seller knows of no latent defect in the Property. All heating,
cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time
of closing. Seller represents and warrants that the personal property conveyed with the premises shall be
the same property inspected by Buyer and that no substitutions will be made without the Buyer’s
written consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or
structural member of all improvements located upon the Property. If any such system, appliance, roof,
foundation, or structural member shall be found defective, Buyer shall notify Seller at or before closing
and Seller shall thereupon remedy the defect forthwith at its sole expense (in which case the time for
1547
closing shall be reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total
purchase price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in
such defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect
to terminate this contract and receive the full refund of all deposits and other sums tendered hereunder.
In addition, Seller agrees to remove all debris from the Property by date of possession.
14. OCCUPANCY
Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein. Seller
represents that there are no persons occupying the Property. Seller agrees to provide true and accurate
copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this contract.
Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to pay rent
to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls and other
income and expense data provided to Buyer are complete and accurate, all of which must be acceptable
to Buyer.
15. NOTICES
Any notices required to be given herein shall be sent to the parties listed below at their respective
addresses either by personal delivery or by certified mail - return receipt requested. Such notice shall be
effective upon delivery or mailing.
16. BINDING EFFECT OF AGREEMENT
This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties,
and their respective heirs, personal representatives, successors and assigns. Unless the agreement
otherwise requires, the covenants of this agreement shall survive the transfer of title.
[Number] duplicate originals of the agreement have been signed.
SELLER PURCHASER
1548
EXHIBIT A
IMPROVEMENTS, APPURTENANCES AND ©

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EQUIPMENT o
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This Escrow Agreement (the "Agreement") is made and effective the [DATE],
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AND: [ESCROW AGENT NAME] (the "Escrow Agent"), a corporation organized and existing
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RECITALS
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Simultaneously with the making of this Agreement, Seller and Buyer have entered into a contract (the
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“Contract”) by which Seller will sell to Buyer the following property:
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[Description of Property being Sold]
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1. DATE OF CLOSING
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The closing will take place on [Date of Closing], at [Time of Closing] at the offices of [Name of the
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Office where Closing is taking place], located at [Address of the Office], or at such other time and place
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as Seller and Buyer may jointly designate in writing. Pursuant to the Contract, Buyer must deposit
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[Down Payment Amount] as a down payment to be held in escrow by the Escrow Agent.
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2. PAYMENT TERMS
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If the closing takes place under the Contract, Escrow Agent at the time of closing shall pay the amount
deposited with Agent to Seller or in accordance with Seller's written instructions. Escrow Agent shall
make simultaneous transfer of the said property to the Buyer. If no closing takes place under the
Contract, Escrow Agent shall continue to hold the amount deposited until receipt of written
authorization for its disposition signed by both Buyer and Seller. If there is any dispute as to whom
Escrow Agent is to deliver the amount deposited, Escrow Agent shall hold the sum until the parties'
rights are finally determined in an appropriate action or proceeding or until a court orders Escrow Agent
to deposit the down payment with it. If Escrow Agent does not receive a proper written authorization
from Seller and Buyer, or if an action or proceeding to determine Seller's and Buyer's rights is not begun
or diligently prosecuted, Escrow Agent is under no obligation to bring an action or proceeding in court
to deposit the sum held, but may continue to hold the deposit. Escrow Agent assumes no liability except
that of a stockholder. Escrow Agents duties are limited to those specifically set out in this Agreement.
Escrow Agent shall incur no liability to anyone except for willful misconduct or gross negligence so long
as the Escrow Agent acts in good faith. Seller and Buyer release Escrow Agent from any act done or
omitted in good faith in the performance of Escrow Agents duties.
3. ACKNOWLEDGMENT OF DOWN PAYMENT
The [Down Payment Amount] down payment referred to herein above has been paid by Buyer to
Escrow Agent. Escrow Agent acknowledges receipt of [Down Payment Dollar Amount] from Buyer by
check [Check Number on Down Payment Check] subject to collection.
Special provisions
[Describe any Special Provisions]
SELLER BUYER
ESCROW AGENT
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EXCLUSIVE RIGHT TO SELL
This Exclusive Right to Sell (the “Agreement”) is made and effective [DATE],
AND: [OWNER NAME] (the "Owner"), a corporation organized and existing under the laws of the
For and in consideration of your services to be rendered in listing for sale and in undertaking to sell or
find a purchaser for the property hereinafter described, the parties understand and agree that this is an
exclusive listing to sell the real estate located at [ADDRESS], together with the following improvements
and fixtures:
[DESCRIBE]
2. TERMS
The minimum selling price of the property shall be [AMOUNT], to be payable on the following terms:
[SPECIFY]
You are authorized to accept and hold a deposit in the amount of [AMOUNT] as a deposit and to apply
such deposit on the purchase price.
If said property is sold, traded or in any other way disposed of either by us or by anyone else within the
time specified in this listing, it is agreed to and understood that you shall receive from the sale or trade
of said property as your commission percent ( %) of the purchase price.
Should said property be sold or traded within [NUMBER] days after expiration of this listing agreement
to a purchaser with whom you have been negotiating for the sale or trade of the property, the said
commission shall be due and payable on demand. We agree to furnish a certificate of title showing a
good and merchantable title of record, and further agree to convey by good and sufficient warranty deed
or guaranteed title on payment in full.
The listing contract shall continue until midnight of [DATE].

SELLER OWNER
1552
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RENEWAL OF LEASE

This is to notify you that we are exercising the option to renew our lease of [ADDRESS] for a further
term of [NUMBER] years contained in [SECTION REFERENCE] of the lease.
Please advise us of the rent you propose to charge in the renewed term so that we can decide whether or
not to submit the matter to arbitration in accordance with the provisions of [SECTION
REFERENCE] of the lease.
Sincerely,
Your name & title

contact
1554
EXTENSION OF LEASE AGREEMENT
This Extension of Lease Agreement (the “Agreement”) is made and effective [DATE],
RECITALS
This Agreement is relative to a certain Lease Agreement for premises known as [DESCRIBE] located at
[ADDRESS] and dated [DATE].
TERMS
1. For good consideration, Landlord and Tenant each agree to extend the term of said Lease for a
period of [TIME PERIOD] commencing on [DATE], terminating on [DATE], with no
further right of renewal or extension beyond said termination date.
2. During the extended term, Tenant shall pay Landlord rent of [AMOUNT] payable in advance.
3. It is further provided, however, that all other terms of the Lease shall continue during this
extended term as if set forth herein.
4. This agreement shall be binding upon and shall inure to the benefit of the parties, their
successors, assigns and personal representatives.
LANDLORD TENANT
___
1555
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GUARANTY OF LEASE
This Guaranty of Lease (the “Agreement”) is made and effective [DATE],
AND: [GUARANTOR NAME] (the "Guarantor"), a corporation organized and existing under the
RECITALS
Reference is made to that certain Lease herewith, dated [DATE], by and between Landlord and Tenant
with respect to certain premises;
As a material inducement to, and in consideration of, Landlord entering into the Lease, Guarantor does
hereby agree as follows:
1. GUARANTY
Guarantor do hereby unconditionally guarantee, as a primary obligor and not as a surety, and promise
to perform and be liable for, the payment of rent by Tenant for [NUMBER] months starting [DATE]
through [DATE].
2. MODIFICATIONS AND AMENDMENTS
The Lease may be amended or modified, and further agreements may be entered into between Tenant
and Landlord, without further authorization from or notice to Guarantor and no such action shall
terminate, release, reduce, diminish or in any way affect any of the obligations of the Guarantor
hereunder or give Guarantor recourse or defense against Landlord.
1557
Landlord may alter, compromise, accelerate, extend or change the time or manner for the performance
or payment of any obligation(s) of Tenant under the Lease, waive any default by Tenant, fail to assert
any rights against Tenant, grant to Tenant any other indulgence or concession with respect to all or any
part of any of the obligations of Tenant under the Lease, release, substitute or add Guarantors and may
generally deal with Tenant, or any indebtedness of Tenant to Landlord, as Landlord sees fit, and no such
action and no change, impairment or suspension of any right or remedy of Landlord shall terminate,
release, reduce, diminish or in any way affect any of the obligations of Guarantor hereunder or give
Guarantor any recourse or defense against Landlord.
3. LIABILITIES
The amount of liability of Guarantor and all rights, power and remedies of Landlord hereunder and
under any other agreement now or at any time hereafter in force between Landlord and Guarantor,
including any other guaranty executed by Guarantor relating to any indebtedness of Tenant to
Landlord, shall be cumulative and not alternative and shall be deemed to include all rights, powers and
remedies given to Landlord by law. This Guaranty is in addition to and exclusive of the guaranty of any
other guarantor of any indebtedness of Tenant to Landlord.
4. OBLIGATIONS OF GUARANTOR
The obligations of Guarantor hereunder are independent of the Lease Obligation. In the event of any
default hereunder, a separate action or actions may be brought and prosecuted against Guarantor
whether or not Tenant is joined therein or a separate action or actions is brought against Tenant.
Landlord may maintain successive actions for other defaults. Landlord's rights hereunder shall not be
exhausted by its exercise of any of its other rights or remedies or by any such action or by any number of
successive actions until and unless all of the Lease Obligation hereby guaranteed has been fully
performed and the period of time has expired during which any payment made by Tenant or Guarantor
to Landlord may be determined to be a Preferential Payment.
5. SEVERABILITY
Each Guarantor shall be jointly and severally liable for, and agrees to pay to Landlord without demand,
attorneys' fees in such amount as the Court determines is reasonable and all costs and other expenses
which Landlord expends or incurs in enforcing, collecting or compromising the Lease Obligation
hereby guaranteed or in enforcing or collecting upon this Guaranty against Guarantor the Lease
Obligation hereby guaranteed whether or not suit is filed.
6. ENFORCEMENT
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Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all
other provisions shall nevertheless be effective and enforceable.
7. NO WAIVER
No provision of this Guaranty or right of Landlord hereunder can be waived nor can Guarantor be
released from his or her obligations hereunder except by a writing duly executed by Landlord.
8. REPRESENTATIONS AND WARRANTIES
Guarantor represents and warrants it is represented or has had full opportunity to be represented by
independent legal counsel of its own choice in connection with this Guaranty, that it has personally
reviewed this Guaranty, and that it fully has the requisite experience and sophistication to understand
its terms and conditions and the consequences of the duties assumed and rights waived herein. In the
event of an ambiguity in or dispute regarding the interpretation of this Instrument, the interpretation
shall not be resolved by any rule providing for interpretation against the party who causes the
uncertainty to exist or against the drafting party.
9. GOVERNING LAW
This Guaranty shall be governed by and construed in accordance with the laws of
[STATE/PROVINCE]. Except as provided in any other written agreement now or at any time
hereafter in force between Landlord and Guarantor, this Guaranty shall constitute the entire agreement
of the Guarantor with Landlord with respect to the subject matter hereof and no representation,
understanding, promise or condition concerning the subject matter hereof shall be binding upon
Landlord unless expressed herein.
Guarantor agree to be bound by all provisions of the Lease.

11. DEFINITIONS
The term Landlord whenever hereinabove used refers to and means the Landlord in the foregoing Lease
specifically named and also any assignee of said Landlord, whether by outright assignment or by
1559
assignment for security, and also any successor to the interest of said Landlord or of any assignee of such
Lease or any part thereof, whether by assignment or otherwise. The term Tenant whenever hereinabove
used refers to and means the Tenant in the foregoing Lease specifically named and also any assignee of
said Lease and also any successor to the interests of said Tenant or assignee of such Lease or any part
thereof, whether by assignment or otherwise.
LANDLORD GUARANTOR
1560
COMMERCIAL LEASE AGREEMENT
This Lease Agreement (the “Agreement”) is made and effective [DATE],
Landlord leases to Tenant the premises located at [address], [city], [state], and described more
particularly as follows:
[insert legal description].
2. GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed
and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take
from the Landlord the property described in Exhibit "A" attached hereto and by reference made a part
hereof (the "Leased Premises"), together with, as part of the parcel, all improvements located thereon.
3. LEASE TERM
c. Total Term of Lease: The term of this Lease shall begin on the commencement date, as
defined in Section b) of this Article 3, and shall terminate on [DATE].
d. Commencement Date: The "Commencement Date" shall mean the date on which the
Tenant shall commence to conduct business on the Leased Premised, so long as such date is
not in excess of [NUMBER] days subsequent to execution hereof.
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4. EXTENSIONS
The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed
upon in writing and signed by the parties at the time of any such extension.
5. DETERMINATION OF RENT
The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at
such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following
rates and times:
e. Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable
sales tax.
f. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly
installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT],
on the first day of each and every calendar month during the term hereof, and prorata for
the fractional portion of any month, except that on the first day of the calendar month
immediately following the Commencement Date, the Tenant shall also pay to the Landlord
rent at the said rate for any portion of the preceding calendar month included in the term of
this Lease.
g. Reference to yearly rent hereunder shall not be implied or construed to the effect that this
Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter
than the existing Lease term, plus any extensions as may be agreed upon.
h. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or
received by Landlord on or before the tenth day of each month.
6. USE OF PROPERTY BY TENANT
The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known
as a [DESCRIBE] .
Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease,
assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall use
the property for any other use.
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7. RESTRICTIONS ON USE
Tenant shall not use the demised premises in any manner that will increase risks covered by insurance
on the demised premises and result in an increase in the rate of insurance or a cancellation of any
insurance policy, even if such use may be in furtherance of Tenant’s business purposes.
Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the
demised premises, and shall comply with all requirements of the insurers applicable to the demised
premises necessary to keep in force the fire and liability insurance.
8. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY
Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised
premises to be used for any unlawful purpose.
9. DELAY IN DELIVERING POSSESSION
This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver
possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any
loss or damage suffered by reason of such a delay; provided, however, that Landlord does deliver
possession no later than [date]. In the event of a delay in delivering possession, the rent for the period of
such delay will be deducted from the total rent due under this lease agreement. No extension of this lease
agreement shall result from a delay in delivering possession.
10. SECURITY DEPOSIT
The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and
faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant.
Such sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully
and faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the
leased premises are a part, the Landlord shall have the right to transfer the security to the purchaser to
be held under the terms of this lease, and the Landlord shall be released from all liability for the return
of such security to the Tenant.
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11. TAXES
f. Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest
of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the
Leased Premises.
g. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a
copy of any real estate taxes and assessments against the Leased Property. From and after the
Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days
after the day on which the same may become initially due, all real estate taxes and assessments
applicable to the Leased Premises, together with any interest and penalties lawfully imposed
thereon as a result of Tenant's late payment thereof, which shall be levied upon the Leased
Premises during the term of this Lease.
h. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so
desire, contest by appropriate proceedings the amount of any personal or real property tax.
The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate
proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax
purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with
the Tenant at Tenant's expense in said proceedings and the Landlord agrees to sign and
deliver such papers and instruments as may be necessary to prosecute such proceedings, the
Tenant shall have the right to contest the amount of any such tax and the Tenant shall have
the right to withhold payment of any such tax, if the statute under which the Tenant is
contesting such tax so permits.
i. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and
extraordinary, attributable to or against the Leased Premises not later than [NUMBER]
days after the day on which the same became initially due. The Tenant may take the benefit
of any law allowing assessments to be paid in installments and in such event the Tenant shall
only be liable for such installments of assessments due during the term hereof.
j. Changes in Method of Taxation: Landlord and Tenant further agree that if at any time
during the term of this Lease, the present method of taxation or assessment of real estate
shall be changed so that the whole or any part of the real estate taxes, assessment or
governmental impositions now levied, assessed or imposed on the Leased Premises shall, in
lieu thereof, be assessed, levied, or imposed wholly or in part, as a capital levy or otherwise
upon the rents reserved herein or any part thereof, or as a tax, corporation franchise tax,
assessment, levy or charge, or any part thereof, measured by or based, in whole or in part,
upon the Leased Premises or on the rents derived therefrom and imposed upon the
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Landlord, then the Tenant shall pay all such taxes, assessments, levies, impositions, or
charges. Nothing contained in this Lease shall require the Tenant to pay an estate,
inheritance, succession, capital levy, corporate franchise, gross receipts, transfer or income
tax of the Landlord, nor shall any of the same be deemed real estate taxes as defined herein
unless the same be imposed in lieu of the real estate taxes.
12. IMPROVEMENTS BY TENANTS
Tenant may have prepared plans and specifications for the construction of improvements, and, if so,
such plans and specifications are attached hereto as Exhibit "B" and incorporated herein by reference.
Tenant shall obtain all certificates, permits, licenses and other authorizations of governmental bodies or
authorities which are necessary to permit the construction of the improvements on the demised premises
and shall keep the same in full force and effect at Tenant's cost.
Tenant shall negotiate, let and supervise all contracts for the furnishing of services, labor, and maerials
for the construction of the improvements on the demised premises at its cost. All such contracts shall
require the contracting party to guarantee performance and all workmanship and materials installed by
it for a period of one year following the date of completion of construction. Tenant shall cause all
contracts to be fully and completely performed in a good and workmanlike manner, all to the effect that
the improvements shall be fully and completely constructed and installed in accordance with good
engineering and construction practice.
During the course of construction, Tenant shall, at its cost, keep in full force and effect a policy of
builder's risk and liability insurance in a sum equal, from time to time, to three times the amount
expended for construction of the improvements. All risk of loss or damage to the improvements during
the course of construction shall be on Tenant with the proceeds from insurance thereon payable to
Landlord.
Upon completion of construction, Tenant shall, at its cost, obtain an occupancy permit and all other
permits or licenses necessary for the occupancy of the improvements and the operation of the same as
set out herein and shall keep the same in force.
Nothing herein shall alter the intent of the parties that Tenant shall be fully and completely responsible
for all aspects pertaining to the construction of the improvements of the demised premises and for the
payment of all costs associated therewith. Landlord shall be under no duty to investigate or verify
Tenant's compliance with the provision herein. Moreover, neither Tenant nor any third party may
construe the permission granted Tenant hereunder to create any responsibility on the part of the
Landlord to pay for any improvements, alterations or repairs occasioned by the Tenant. The Tenant
shall keep the property free and clear of all liens and, should the Tenant fail to do so, or to have any liens
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removed from the property within [NUMBER] days of notification to do so by the Landlord , in
addition to all other remedies available to the Landlord , the Tenant shall indemnify and hold the
Landlord harmless for all costs and expenses, including attorney's fees, occasioned by the Landlord in
having said lien removed from the property; and, such costs and expenses shall be billed to the Tenant
monthly and shall be payable by the Tenant with that month's regular monthly rental as additional
reimbursable expenses to the Landlord by the Tenant.
13. Utilities
Tenant shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, and
other services incident to Tenant's use of the Leased Premises, whether or not the cost thereof be a charge
or imposition against the Leased Premises.
14. OBLIGATIONS FOR REPAIRS
f. Landlord’s Repairs: Subject to any provisions herein to the contrary, and except for
maintenance or replacement necessitated as the result of the act or omission of subtenants,
licensees or contractors, the Landlord shall be required to repair only defects, deficiencies,
deviations or failures of materials or workmanship in the building. The Landlord shall keep
the Leased Premises free of such defects, deficiencies, deviations or failures during the first
[NUMBER] months of the term hereof.
g. Tenant’s Repairs: The Tenant shall repair and maintain the Leased Premises in good order
and condition, except for reasonable wear and tear, the repairs required of Landlord
pursuant hereto, and maintenance or replacement necessitated as the result of the act or
omission or negligence of the Landlord, its employees, agents, or contractors.
h. Requirements of the Law: The Tenant agrees that if any federal, state or municipal
government or any department or division thereof shall condemn the Leased Premises or
any part thereof as not in conformity with the laws and regulations relating to the
construction thereof as of the commencement date with respect to conditions latent or
otherwise which existed on the Commencement Date, or, with respect to items which are
the Landlord's duty to repair pursuant to Section a) and c) of this Article; and such federal,
state or municipal government or any other department or division thereof, has ordered or
required, or shall hereafter order or require, any alterations or repairs thereof or installations
and repairs as may be necessary to comply with such laws, orders or requirements (the
validity of which the Tenant shall be entitled to contest); and if by reason of such laws,
orders or the work done by the Landlord in connection therewith, the Tenant is deprived
of the use of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in
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the Tenant shall shall be deprived as a result thereof, and the Landlord shall be obligated to
make such repairs, alterations or modifications at Landlord's expense. All such rebuilding,
altering, installing and repairing shall be done in accordance with Plans and Specifications
approved by the Tenant, which approval shall not be unreasonably withheld. If, however,
such condemnation, law, order or requirement, as in this Article set forth, shall be with
respect to an item which shall be the Tenant's obligation to repair pursuant to Section b) of
this Article 9 or with respect to Tenant's own costs and expenses, no abatement or
adjustment of rent shall be granted; provided, however, that Tenant shall also be entitled to
contest the validity thereof.
i. TENANT'S Alterations: The Tenant shall have the right, at its sole expense, from time to
time, to redecorate the Leased Premises and to make such non-structural alterations and
changes in such parts thereof as the Tenant shall deem expedient or necessary for its
purposes; provided, however, that such alterations and changes shall neither impair the
structural soundness nor diminish the value of the Leased Premises. The Tenant may make
structural alterations and additions to the Leased Premises provided that Tenant has first
obtained the consent thereto of the Landlord in writing. The Landlord agrees that it shall
not withhold such consent unreasonably. The Landlord shall execute and deliver upon the
request of the Tenant such instrument or instruments embodying the approval of the
Landlord which may be required by the public or quasi public authority for the purpose of
obtaining any licenses or permits for the making of such alterations, changes and/or
installations in, to or upon the Leased Premises and the Tenant agrees to pay for such
licenses or permits.
j. Permits and Expenses: Each party agrees that it will procure all necessary permits for
making any repairs, alterations, or other improvements for installations, when applicable.
Each Party hereto shall give written notice to the other party of any repairs required of the
other pursuant to the provisions of this Article and the party responsible for said repairs
agrees promptly to commence such repairs and to prosecute the same to completion
diligently, subject, however, to the delays occasioned by events beyond the control of such
party.
Each party agrees to pay promptly when due the entire cost of any work done by it upon the Leased
Premises so that the Leased Premises at all times shall be free of liens for labor and materials. Each party
further agrees to hold harmless and indemnify the other party from and against any and all injury, loss,
claims or damage to any person or property occasioned by or arising out of the doing of any such work
by such party or its employees, agents or contractors. Each party further agrees that in doing such work
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that it will employ materials of good quality and comply with all governmental requirements, and
perform such work in a good and workmanlike manner.
15. TENANT'S COVENANTS
Tenant covenants and agrees as follows:
d. To procure any licenses and permits required for any use made of the Leased Premises by
Tenant, and upon the expiration or termination of this Lease, to remove its goods and
effects and those of all persons claiming under it, and to yield up peaceably to Landlord the
Leased Premises in good order, repair and condition in all respects; excepting only damage
by fire and casualty covered by Tenant's insurance coverage, structural repairs (unless
Tenant is obligated to make such repairs hereunder) and reasonable wear and tear;
e. To permit Landlord and its agents to examine the Leased Premises at reasonable times and
to show the Leased Premises to prospective purchasers of the Building and to provide
Landlord, if not already available, with a set of keys for the purpose of said examination,
provided that Landlord shall not thereby unreasonably interfere with the conduct of
Tenant's business;
f. To permit Landlord to enter the Leased Premises to inspect such repairs, improvements,
alterations or additions thereto as may be required under the provisions of this Lease. If, as
a result of such repairs, improvements, alterations, or additions, Tenant is deprived of the
use of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in
Tenant shall be deprived as a result thereof.
16. INDEMNITY BY TENANT
The Tenant shall save Landlord harmless and indemnify Landlord from all injury, loss, claims or damage
to any person or property while on the Leased Premises, unless caused by the willful acts or omissions
or gross negligence of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain,
with respect to the Leased Premises, public liability insurance with limits of not less than [AMOUNT]
for injury or death from one accident and [AMOUNT] property damage insurance, insuring Landlord
and Tenant against injury to persons or damage to property on or about the Leased Premises. A copy of
the policy or a certificate of insurance shall be delivered to Landlord on or before the commencement
date and no such policy shall be cancelable without [NUMBER] days prior written notice to Landlord.
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17. SIGNAGE
c. Exterior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so
elect signs on any portion of the Leased Premises, providing that Tenant shall remove any
such signs upon termination of this lease, and repair all damage occasioned thereby to the
Leased Premises.
d. Interior Signs: Tenant shall have the right, at its sole risk and expense and in conformity
with applicable laws and ordinances, to erect, maintain, place and install its usual and
customary signs and fixtures in the interior of the Leased Premises.
18. INSURANCE
a. Insurance Proceeds: In the event of any damage to or destruction of the Leased Premises,
Tenant shall adjust the loss and settle all claims with the insurance companies issuing such
policies. The parties hereto do irrevocably assign the proceeds from such insurance policies
for the purposes hereinafter stated to any institutional first mortgagee or to Landlord and
Tenant jointly, if no institutional first mortgagee then holds an interest in the Leased
Premises. All proceeds of said insurance shall be paid into a trust fund under the control of
any institutional first mortgagee, or of Landlord and Tenant if no institutional first
mortgagee then holds an interest in the Leased Premises, for repair, restoration, rebuilding
or replacement, or any combination thereof, of the Leased Premises or of the improvements
in the Leased Premises. In case of such damage or destruction, Landlord shall be entitled to
make withdrawals from such trust fund, from time to time, upon presentation of:
i. bills for labor and materials expended in repair, restoration, rebuilding or

replacement, or any combination thereof;
ii. Landlord's sworn statement that such labor and materials for which payment is
being made have been furnished or delivered on site; and
iii. the certificate of a supervising architect (selected by Landlord and Tenant and
approved by an institutional first mortgagee, if any, whose fees will be paid out of
said insurance proceeds) certifying that the work being paid for has been completed
in accordance with the Plans and Specifications previously approved by Landlord ,
Tenant and any institutional first mortgagee in a first class, good and workmanlike
manner and in accordance with all pertinent governmental requirements.
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Any insurance proceeds in excess of such proceeds as shall be necessary for such repair,
restoration, rebuilding, replacement or any combination thereof shall be the sole property of Landlord
subject to any rights therein of Landlord's mortgagee, and if the proceeds necessary for such repair,
restoration, rebuilding or replacement, or any combination thereof shall be inadequate to pay the cost
thereof, Tenant shall suffer the deficiency.
b. Subrogation: Landlord and Tenant hereby release each other, to the extent of the insurance
coverage provided hereunder, from any and all liability or responsibility (to the other or
anyone claiming through or under the other by way of subrogation or otherwise) for any
loss to or damage of property covered by the fire and extended coverage insurance policies
insuring the Leased Premises and any of Tenant's property, even if such loss or damage shall
have been caused by the fault or negligence of the other party.
c. Contribution: Tenant shall reimburse Landlord for all insurance premiums connected
with or applicable to the Leased Premises for whatever insurance policy the Landlord , at its
sole and exclusive option, should select.
19. DAMAGE TO DEMISED PREMISES
a. Abatement or Adjustment of Rent: If the whole or any part of the Leased Premises shall
be damaged or destroyed by fire or other casualty after the execution of this Lease and before
the termination hereof, then in every case the rent reserved in Article IV herein and other
charges, if any, shall be abated or adjusted, as the case may be, in proportion to that portion
of the Leased Premises of which Tenant shall be deprived on account of such damage or
destruction and the work of repair, restoration, rebuilding, or replacement or any
combination thereof, of the improvements so damaged or destroyed, shall in no way be
construed by any person to effect any reduction of sums or proceeds payable under any rent
insurance policy.
b. Repairs and Restoration: Landlord agrees that in the event of the damage or destruction
of the Leased Premises, Landlord forthwith shall proceed to repair, restore, replace or
rebuild the Leased Premises (excluding Tenant's leasehold improvements), to substantially
the condition in which the same were immediately prior to such damage or destruction. The
Landlord thereafter shall diligently prosecute said work to completion without delay or
interruption except for events beyond the reasonable control of Landlord .
Notwithstanding the foregoing, if Landlord does not either obtain a building permit within
[number] days of the date of such damage or destruction, or complete such repairs,
rebuilding or restoration within [number] months of such damage or destruction, then
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Tenant may at any time thereafter cancel and terminate this Lease by sending [number] days o
written notice thereof to Landlord , or, in the alternative, Tenant may, during said [number] p
day period, apply for the same and Landlord shall cooperate with Tenant in Tenant's y
application. Notwithstanding the foregoing, if such damage or destruction shall occur r
during the last year of the term of this Lease, or during any renewal term, and shall amount i
to [%] or more of the replacement cost, (exclusive of the land and foundations), this Lease, g
may be terminated at the election of either Landlord or Tenant, provided that notice of such h
election shall be sent by the party so electing to the other within [number] days after the t
occurrence of such damage or destruction. Upon termination, as aforesaid, by either party E
hereto, this Lease and the term thereof shall cease and come to an end, any unearned rent or n
other charges paid in advance by Tenant shall be refunded to Tenant, and the parties shall v
be released hereunder, each to the other, from all liability and obligations hereunder i
thereafter arising. s
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20. CONDEMNATION n
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a. Total Taking: If, after the execution of this Lease and prior to the expiration of the term o
hereof, the whole of the Leased Premises shall be taken under power of eminent domain by r
any public or private authority, or conveyed by Landlord to said authority in lieu of such p
taking, then this Lease and the term hereof shall cease and terminate as of the date when o
possession of the Leased Premises shall be taken by the taking authority and any unearned r
rent or other charges, if any, paid in advance, shall be refunded to Tenant. a
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b. Partial Taking: If, after the execution of this Lease and prior to the expiration of the term i
hereof, any public or private authority shall, under the power of eminent domain, take, or o
Landlord shall convey to said authority in lieu of such taking, property which results in a n
reduction by [%] or more of the area in the Leased Premises, or of a portion of the Leased .
Premises that substantially interrupts or substantially obstructs the conducting of business 2
on the Leased Premises; then Tenant may, at its election, terminate this Lease by giving 0
Landlord notice of the exercise of Tenant's election within [number] days after Tenant shall 0
receive notice of such taking. In the event of termination by Tenant of this Lease and the 2
term hereof shall cease and terminate as of the date when possession shall be taken by the .
appropriate authority of that portion of the Entire Property that results in one of the above A
takings, and any unearned rent or other charges, if any, paid in advance by Tenant shall be l
refunded to Tenant. l
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c. Restoration In the event of a taking in respect of which Tenant shall not have the right to i
elect to terminate this Lease or, having such right, shall not elect to terminate this Lease, this g
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Lease and the term thereof shall continue in full force and effect and Landlord , at
Landlord's sole cost and expense, forthwith shall restore the remaining portions of the
Leased Premises, including any and all improvements made theretofore to an architectural
whole in substantially the same condition that the same were in prior to such taking. A just
proportion of the rent reserved herein and any other charges payable by Tenant hereunder,
according to the nature and extent of the injury to the Leased Premises and to Tenant's
business, shall be suspended or abated until the completion of such restoration and
thereafter the rent and any other charges shall be reduced in proportion to the square footage
of the Leased Premises remaining after such taking.
d. The Award: All compensation awarded for any taking, whether for the whole or a portion
of the Leased Premises, shall be the sole property of the Landlord whether such
compensation shall be awarded for diminution in the value of, or loss of, the leasehold or
for diminution in the value of, or loss of, the fee in the Leased Premises, or otherwise. The
Tenant hereby assigns to Landlord all of Tenant's right and title to and interest in any and
all such compensation. However, the Landlord shall not be entitled to and Tenant shall have
the sole right to make its independent claim for and retain any portion of any award made
by the appropriating authority directly to Tenant for loss of business, or damage to or
depreciation of, and cost of removal of fixtures, personality and improvements installed in
the Leased Premises by, or at the expense of Tenant, and to any other award made by the
appropriating authority directly to Tenant.
e. Release: In the event of any termination of this Lease as the result of the provisions of this
Article 20, the parties, effective as of such termination, shall be released, each to the other,
from all liability and obligations thereafter arising under this lease.
21. LANDLORD’S REMEDIES
In the event that:
a. Tenant shall on three or more occasions be in default in the payment of rent or other charges
herein required to be paid by Tenant (default herein being defined as payment received by
Landlord ten or more days subsequent to the due date), regardless of whether or not such
default has occurred on consecutive or non-consecutive months; or
b. Tenant has caused a lien to be filed against the Landlord's property and said lien is not
removed within [NUMBER] days of recordation thereof; or
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c. Tenant shall default in the observance or performance of any of the covenants and
agreements required to be performed and observed by Tenant hereunder for a period of
[NUMBER] days after notice to Tenant in writing of such default (or if such default shall
reasonably take more than [NUMBER] days to cure, Tenant shall not have commenced the
same within the [NUMBER] days and diligently prosecuted the same to completion); or
d. [NUMBER] days have elapsed after the commencement of any proceeding by or against
Tenant, whether by the filing of a petition or otherwise, seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the
present or future Federal Bankruptcy Act or any other present or future applicable federal,
state or other statute or law, whereby such proceeding shall not have been dismissed
(provided, however, that the non-dismissal of any such proceeding shall not be a default
hereunder so long as all of Tenant's covenants and obligations hereunder are being
performed by or on behalf of Tenant); then Landlord shall be entitled to its election (unless
Tenant shall cure such default prior to such election), to exercise concurrently or
successively, any one or more of the following rights:
ix. Terminate this Lease by giving Tenant notice of termination, in which event this
Lease shall expire and terminate on the date specified in such notice of termination,
with the same force and effect as though the date so specified were the date herein
originally fixed as the termination date of the term of this Lease, and all rights of
Tenant under this Lease and in and to the Premises shall expire and terminate, and
Tenant shall remain liable for all obligations under this Lease arising up to the date of
such termination, and Tenant shall surrender the Premises to Landlord on the date
specified in such notice; or
x. Terminate this Lease as provided herein and recover from Tenant all damages
Landlord may incur by reason of Tenant's default, including, without limitation, a
sum which, at the date of such termination, represents the then value of the excess, if
any, of (a) the Minimum Rent, Percentage Rent, Taxes and all other sums which
would have been payable hereunder by Tenant for the period commencing with the
day following the date of such termination and ending with the date herein before set
for the expiration of the full term hereby granted, over (b) the aggregate reasonable
rental value of the Premises for the same period, all of which excess sum shall be
deemed immediately due and payable; or
xi. Without terminating this Lease, declare immediately due and payable all Minimum
Rent, Taxes, and other rents and amounts due and coming due under this Lease for
the entire remaining term hereof, together with all other amounts previously due, at
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once; provided, however, that such payment shall not be deemed a penalty or
liquidated damages but shall merely constitute payment in advance of rent for the
remainder of said term. Upon making such payment, Tenant shall be entitled to
receive from Landlord all rents received by Landlord from other assignees, tenants,
and subtenants on account of said Premises during the term of this Lease, provided
that the monies to which tenant shall so become entitled shall in no event exceed the
entire amount actually paid by Tenant to Landlord pursuant to the preceding
sentence less all costs, expenses and attorney's fees of Landlord incurred in connection
with the reletting of the Premises; or
xii. Without terminating this Lease, and with or without notice to Tenant, Landlord may
in its own name but as agent for Tenant enter into and upon and take possession of
the Premises or any part thereof, and, at landlord's option, remove persons and
property there from, and such property, if any, may be removed and stored in a
warehouse or elsewhere at the cost of, and for the account of Tenant, all without being
deemed guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby, and Landlord may rent the Premises or any portion thereof as the
agent of Tenant with or without advertisement, and by private negotiations and for
any term upon such terms and conditions as Landlord may deem necessary or
desirable in order to relet the Premises. Landlord shall in no way be responsible or
liable for any rental concessions or any failure to rent the Premises or any part thereof,
or for any failure to collect any rent due upon such reletting. Upon such reletting, all
rentals received by Landlord from such reletting shall be applied: first, to the payment
of any indebtedness (other than any rent due hereunder) from Tenant to Landlord;
second, to the payment of any costs and expenses of such reletting, including, without
limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third,
to the payment of rent and other charges then due and unpaid hereunder; and the
residue, if any shall be held by Landlord to the extent of and for application in
payment of future rent as the same may become due and payable hereunder. In
reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant
shall not be credited therefor. If such rentals received from such reletting shall at any
time or from time to time be less than sufficient to pay to Landlord the entire sums
then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord.
Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such
reletting shall be construed as an election by Landlord to terminate this Lease unless a
written notice of such election has been given to Tenant by Landlord.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for any such previous default provided same
has not been cured; or
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xiii. Without liability to Tenant or any other party and without constituting a constructive
or actual eviction, suspend or discontinue furnishing or rendering to Tenant any
property, material, labor, Utilities or other service, whether Landlord is obligated to
furnish or render the same, so long as Tenant is in default under this Lease; or
xiv. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes
due; or
xv. Foreclose the security interest described herein, including the immediate taking of
possession of all property on or in the Premises; or
xvi. Pursue such other remedies as are available at law or equity.
e. Landlord's pursuit of any remedy of remedies, including without limitation, any one or
more of the remedies stated herein shall not (1) constitute an election of remedies or
preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy
or remedies provided by law or in equity, separately or concurrently or in any combination,
or (2) sever as the basis for any claim of constructive eviction, or allow Tenant to withhold
any payments under this Lease.
22. LANDLORD'S Self Help
If in the performance or observance of any agreement or condition in this Lease contained on its part to
be performed or observed and shall not cure such default within [number] days after notice from
Landlord specifying the default (or if such default shall reasonably take more than [number] days to
cure, shall diligently prosecuted the same to completion), Landlord may, at its option, without waiving
any claim for damages for breach of agreement, at any time thereafter cure such default for the account
of Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall be
deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore
and save Landlord harmless there from. Provided, however, that Landlord may cure any such default as
aforesaid prior to the expiration of said waiting period, without notice to Tenant if any emergency
situation exists, or after notice to Tenant, if the curing of such default prior to the expiration of said
waiting period is reasonably necessary to protect the Leased Premises or Landlord's interest therein, or
to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon
demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and
become due as a part of the next payment of rent due and shall for all purposes be deemed and treated
as rent hereunder.
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23. TENANT'S Self Help
If Landlord shall default in the performance or observance of any agreement or condition in this Lease
contained on its part to be performed or observed, and if Landlord shall not cure such default within
[number] days after notice from Tenant specifying the default (or, if such default shall reasonably take
more than [number] days to cure, and Landlord shall not have commenced the same within [number]
days and diligently prosecuted the same to completion), Tenant may, at its option, without waiving any
claim for damages for breach of agreement, at any time thereafter cure such default for the account of
Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be
deemed paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore
and save Tenant harmless there from. Provided, however, that Tenant may cure any such default as
aforesaid prior to the expiration of said waiting period, without notice to Landlord if an emergency
situation exists, or after notice to Landlord , if the curing of such default prior to the expiration of said
waiting period is reasonably necessary to protect the Leased Premises or Tenant's interest therein or to
prevent injury or damage to persons or property. If Landlord shall fail to reimburse Tenant upon
demand for any amount paid or liability incurred for the account of Landlord hereunder, said amount
or liability may be deducted by Tenant from the next or any succeeding payments of rent due hereunder;
provided, however, that should said amount or the liability therefore be disputed by Landlord, Landlord
may contest its liability or the amount thereof, through arbitration or through a declaratory judgment
action and Landlord shall bear the cost of the filing fees therefore.
24. TITLE
a. Subordination: Tenant shall, upon the request of Landlord in writing, subordinate this
Lease to the lien of any present or future institutional mortgage upon the Leased Premises
irrespective of the time of execution or the time of recording of any such mortgage.
Provided, however, that as a condition to such subordination, the holder of any such
mortgage shall enter first into a written agreement with Tenant in form suitable for
recording to the effect that:
iii. in the event of foreclosure or other action taken under the mortgage by the holder
thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but
shall continue in full force and effect so long as Tenant shall not be in default
hereunder
iv. such holder shall permit insurance proceeds and condemnation proceeds to be used
for any restoration and repair required by the provisions of this Agreement,
respectively. Tenant agrees that if the mortgagee or any person claiming under the
mortgagee shall succeed to the interest of Landlord in this Lease, Tenant will
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recognize said mortgagee or person as its Landlord under the terms of this Lease,
provided that said mortgagee or person for the period during which said mortgagee
or person respectively shall be in possession of the Leased Premises and thereafter
their respective successors in interest shall assume all of the obligations of Landlord
hereunder. The word "mortgage", as used herein includes mortgages, deeds of trust
or other similar instruments, and modifications, and extensions thereof. The term
"institutional mortgage" as used in this Article 24 means a mortgage securing a loan
from a bank or trust company, insurance company or pension trust or any other
lender institutional in nature and constituting a lien upon the Leased Premises.
b. Quiet Enjoyment: Landlord covenants and agrees that upon Tenant paying the rent and
observing and performing all of the terms, covenants and conditions on Tenant's part to be
observed and performed hereunder, that Tenant may peaceably and quietly have, hold,
occupy and enjoy the Leased Premises in accordance with the terms of this Lease without
hindrance or molestation from Landlord or any persons lawfully claiming through
Landlord .
c. Zoning and Good Title: Landlord warrants and represents, upon which warranty and
representation Tenant has relied in the execution of this Lease, that Landlord is the owner
of the Leased Premises, in fee simple absolute, free and clear of all encumbrances, except for
the easements, covenants and restrictions of record as of the date of this Lease. Such
exceptions shall not impede or interfere with the quiet use and enjoyment of the Leased
Premises by Tenant. Landlord further warrants and covenants that this Lease is and shall be
a first lien on the Leased Premises, subject only to any Mortgage to which this Lease is
subordinate or may become subordinate pursuant to an agreement executed by Tenant, and
to such encumbrances as shall be caused by the acts or omissions of Tenant; that Landlord
has full right and lawful authority to execute this Lease for the term, in the manner, and
upon the conditions and provisions herein contained; that there is no legal impediment to
the use of the Leased Premises as set out herein; that the Leased Premises are not subject to
any easements, restrictions, zoning ordinances or similar governmental regulations which
prevent their use as set out herein; that the Leased Premises presently are zoned for the use
contemplated herein and throughout the term of this lease may continue to be so used
therefore by virtue of said zoning, under the doctrine of "non-conforming use", or valid and
binding decision of appropriate authority, except, however, that said representation and
warranty by Landlord shall not be applicable in the event that Tenant's act or omission shall
invalidate the application of said zoning, the doctrine of "non-conforming use" or the valid
and binding decision of the appropriate authority. Landlord shall furnish without expense
to Tenant, within [number] days after written request therefore by Tenant, a title report
covering the Leased Premises showing the condition of title as of the date of such certificate,
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provided, however, that Landlord's obligation hereunder shall be limited to the furnishing
of only one such title report.
d. Licenses: It shall be the Tenant's responsibility to obtain any and all necessary licenses and
the Landlord shall bear no responsibility therefore; the Tenant shall promptly notify
Landlord of the fact that it has obtained the necessary licenses in order to prevent any delay
to Landlord in commencing construction of the Leased Premises.
25. EXTENSIONS/WAIVERS/DISPUTES
a. Extension Period: Any extension hereof shall be subject to the provisions of Article c)
hereof.
b. Holding Over: In the event that Tenant or anyone claiming under Tenant shall continue
occupancy of the Leased Premises after the expiration of the term of this Lease or any
renewal or extension thereof without any agreement in writing between Landlord and
Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the
term of the Lease, but such occupancy shall continue as a tenancy at will, from month to
month, upon the covenants, provisions and conditions herein contained. The rental shall
be the rental in effect during the term of this Lease as extended or renewed, prorated and
payable for the period of such occupancy.
c. Waivers: Failure of either party to complain of any act or omission on the part of the other
party, no matter how long the same may continue, shall not be deemed to be a waiver by
said party of any of its rights hereunder. No waiver by either party at any time, express or
implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of
any other provision of this Lease or a consent to any subsequent breach of the same or any
other provision. If any action by either party shall require the consent or approval of the
other party, the other party's consent to or approval of such action on any one occasion shall
not be deemed a consent to or approval of said action on any subsequent occasion or a
consent to or approval of any other action on the same or any subsequent occasion. Any
and all rights and remedies which either party may have under this Lease or by operation of
law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative
and shall not be deemed inconsistent with each other, and no one of them, whether exercised
by said party or not, shall be deemed to be an exclusion of any other; and any two or more
or all of such rights and remedies may be exercised at the same time.
d. Disputes: It is agreed that, if at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against
whom the obligation to pay the money is asserted shall have the right to make payment
"under protest" and such payment shall not be regarded as a voluntary payment and there
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shall survive the right on the part of the said party to institute suit for the recovery of such
sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this Lease. If at any time
a dispute shall arise between the parties hereto as to any work to be performed by either of
them under the provisions hereof, the party against whom the obligation to perform the
work is asserted may perform such work and pay the costs thereof "under protest" and the
performance of such work shall in no event be regarded as a voluntary performance and shall
survive the right on the part of the said party to institute suit for the recovery of the costs of
such work. If it shall be adjudged that there was no legal obligation on the part of the said
party to perform the same or any part thereof, said party shall be entitled to recover the costs
of such work or the cost of so much thereof as said party was not legally required to perform
under the provisions of this Lease and the amount so paid by Tenant may be withheld or
deducted by Tenant from any rents herein reserved.
e. Tenant’s Right to cure Landlord’s Default: In the event that Landlord shall fail, refuse
or neglect to pay any mortgages, liens or encumbrances, the judicial sale of which might
affect the interest of Tenant hereunder, or shall fail, refuse or neglect to pay any interest due
or payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages,
liens or encumbrances, or interest or perform said conditions and charge to Landlord the
amount so paid and withhold and deduct from any rents herein reserved such amounts so
paid, and any excess over and above the amounts of said rents shall be paid by Landlord to
Tenant.
f. Notices: All notices and other communications authorized or required hereunder shall be
in writing and shall be given by mailing the same by certified mail, return receipt requested,
postage prepaid, and any such notice or other communication shall be deemed to have been
given when received by the party to whom such notice or other communication shall be
addressed. If intended for Landlord the same will be mailed to the address herein above set
forth or such other address as Landlord may hereafter designate by notice to Tenant, and if
intended for Tenant, the same shall be mailed to Tenant at the address herein above set
forth, or such other address or addresses as Tenant may hereafter designate by notice to
Landlord.
26. PROPERTY DAMAGE
a. Loss and Damage: Notwithstanding any contrary provisions of this Lease, Landlord shall
not be responsible for any loss of or damage to property of Tenant or of others located on
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the Leased Premises, except where caused by the willful act or omission or negligence of
Landlord , or Landlord's agents, employees or contractors, provided, however, that if
Tenant shall notify Landlord in writing of repairs which are the responsibility of Landlord
under Article VII hereof, and Landlord shall fail to commence and diligently prosecute to
completion said repairs promptly after such notice, and if after the giving of such notice and
the occurrence of such failure, loss of or damage to Tenant's property shall result from the
condition as to which Landlord has been notified, Landlord shall indemnify and hold
harmless Tenant from any loss, cost or expense arising there from.
b. Force Majeure: In the event that Landlord or Tenant shall be delayed or hindered in or
prevented from the performance of any act other than Tenant's obligation to make
payments of rent, additional rent, and other charges required hereunder, by reason of strikes,
lockouts, unavailability of materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, the act, failure to act, or default of the other party, war or
other reason beyond its control, then performance of such act shall be excused for the period
of the delay and the period for the performance of such act shall be extended for a period
equivalent to the period of such delay. Notwithstanding the foregoing, lack of funds shall
not be deemed to be a cause beyond control of either party.
27. Assignment and Subletting
Under the terms and conditions hereunder, Tenant shall have the absolute right to transfer and assign
this lease or to sublet all or any portion of the Leased Premises or to cease operating Tenant's business
on the Leased Premises provided that at the time of such assignment or sublease Tenant shall not be in
default in the performance and observance of the obligations imposed upon Tenant hereunder, and in
the event that Tenant assigns or sublets this property for an amount in excess of the rental amount then
being paid, then Landlord shall require as further consideration for the granting of the right to assign or
sublet, a sum equal to [%] of the difference between the amount of rental to be charged by Tenant to
Tenant's subtenant or assignee and the amount provided for herein, payable in a manner consistent with
the method of payment by the subtenant or assignee to the Tenant, and/or [%] of the consideration paid
or to be paid to Tenant by Tenant's or Sub-Tenant or assignee.
28. Fixtures
All personal property, furnishings and equipment presently and all other trade fixtures installed in or
hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of structural,
mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the
Tenant's business made to, in or on the Leased Premises by and at the expense of Tenant and susceptible
of being removed from the Leased Premises without damage, unless such damage be repaired by Tenant,
shall remain the property of Tenant and Tenant may, but shall not be obligated to, remove the same or
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any part thereof at any time or times during the term hereof, provided that Tenant, at its sole cost and
expense, shall make any repairs occasioned by such removal.
29. OPTION TO RENEW
Landlord grants to Tenant an option to renew this lease agreement for a period of [number] years after
expiration of the term of this Lease agreement at a rental of [amount] per month, with all other terms
and conditions of the renewal lease to be the same as those in this lease agreement. To exercise this option
to renew, Tenant must give Landlord written notice of intention to do so at least [number] days before
this lease agreement expires.
30. Estoppel Certificates
At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the
other, to execute, acknowledge and deliver to the other or to any person designated by the other a
statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have
been modifications, that the same is in full force and effect as modified (stating the modifications), that
the other party is not in default in the performance of its covenants hereunder, or if there have been such
defaults, specifying the same, and the dates to which the rent and other charges have been paid.
31. Invalidity of Particular Provision
If any term or provision of this Lease or the application hereof to any person or circumstance shall, to
any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term
or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
32. Captions and Definitions of Parties
The captions of the Sections of this Lease are for convenience only and are not a part of this Lease and
do not in any way limit or amplify the terms and provisions of this Lease. The word "Landlord" and the
pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or
corporation named herein as Landlord or the mortgagee in possession at any time, of the land and
building comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlord
shall be the joint and several obligations of each of them, and if Landlord is a partnership, the covenants
of Landlord shall be the joint and several obligations of each of the partners and the obligations of the
firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require.
Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
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Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as
creating the relationship of principal and agent or of partnership or of a joint venture between the parties
hereto, it being understood and agreed that neither any provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant.
34. Brokerage
No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out
hereinafter.
This instrument contains the entire and only agreement between the parties, and no oral statements or
representations or prior written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both parties.
36. Governing Law
All matters pertaining to this agreement (including its interpretation, application, validity, performance
and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and
enforced in accordance with the laws of the State of [state/province]. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction
located in [state/province].
37. litigation
prevailing party may be entitled. In such event, no action shall be entertained by said court or any court
of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action
actually accrued regardless of whether damages were otherwise as of said time calculable.
If Landlord files an action to enforce any agreement contained in this lease agreement, or for breach of
any covenant or condition, Tenant shall pay Landlord reasonable attorney fees for the services of
Landlord’s attorney in the action, all fees to be fixed by the court.
38. Contractual Procedures
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39. Extraordinary remedies
To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any and all
other remedies available thereto, may obtain injunctive relief, regardless of whether the injured party can
demonstrate that no adequate remedy exists at law.
40. Reliance on Financial Statement
Tenant shall furnish concurrently with the execution of this lease, a financial statement of Tenant
prepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually, hereby
represents and warrants that all the information contained therein is complete, true, and correct. Tenant
understands that Landlord is relying upon the accuracy of the information contained therein. Should
there be found to exist any inaccuracy within the financial statement which adversely affects Tenant's
financial standing, or should Tenant's financial circumstances materially change, Landlord may
demand, as additional security, an amount equal to an additional [number] months' rent, which
additional security shall be subject to all terms and conditions herein, require a fully executed guaranty
by a third party acceptable to Landlord, elect to terminate this Lease, or hold Tenant personally and
individually liable hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above
written or have caused this Lease to be executed by their respective officers thereunto duly authorized.
LANDLORD TENANT
1583
EXHIBIT "A" LEGAL DESCRIPTION
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EXHIBIT "B" TENANT PLANS AND ©
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SPECIFICATIONS o
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LICENSE AGREEMENT r
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This License Agreement (the “Agreement”) is made and effective [DATE],
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BETWEEN: [LICENSOR NAME] (the "Indemnitor"), a corporation organized and existing under
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AND: [LICENSEE NAME] (the "Indemnitee"), a corporation organized and existing under the laws
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In consideration of the mutual promises contained in this agreement, the parties agree as follows:
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1. GRANT OF LICENSE; DESCRIPTION OF PREMISES
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Licensor grants to licensee a license to occupy and use, subject to all of the terms and conditions of this
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agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal
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description].
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2. LIMITATION TO DESCRIBED PURPOSE
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The above-described property may be occupied and used by licensee solely for [specify primary
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purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and
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continuing until this agreement is terminated as provided in this agreement.
.
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3. PERIODIC PAYMENTS
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Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance.
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The first payment shall be made on the date of the beginning of the period specified above. Subsequent
.
payments shall be made in advance promptly on the [day of each month] thereafter during the
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continuation of this agreement.
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4. VARIABLE PAYMENTS
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In addition to making the payments provided for in Section Three of this agreement, licensee shall make
payments based on the extent of utilization of the above-described property. Such payments shall be at
the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including
[date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover
[NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days
after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by
appropriate statements certified by licensee.
5. TERMINATION
D. Either party may terminate this agreement at any time, without regard to payment periods by
giving written notice to the other, specifying the date of termination, such notice to be given
not less than [NUMBER] days prior to the date specified in such notice for the date of
termination.
E. Should the above-described property, or any essential part of such property, be totally
destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the
case of partial destruction, this agreement may be terminated by either party by giving written
notice to the other, specifying the date of termination, such notice to be given within
[NUMBER] days following such partial destruction and not less than [NUMBER] days
prior to the termination date specified in such notice.
F. If licensee shall make an assignment for the benefit of creditors, or be placed in receivership
or adjudicated a bankrupt, or take advantage of any bankruptcy or insolvency law, licensor
may terminate this agreement by giving written notice to the licensee, specifying the date of
termination, such notice to be given not less than [NUMBER] days prior to the date specified
in such notice for the date of termination.
6. APPORTIONMENT OF PAYMENTS ON TERMINATION
D. On any termination of this agreement, licensor shall apportion, on a [NUMBER]-day basis,

the [monthly] fee paid in advance from and including the first day of the [month] during
which the agreement is terminated to and including the day on which the agreement is
terminated, and the licensor shall refund to the licensee the unearned portion of such fee;
provided, however, that no refund shall be in an amount less than [AMOUNT].
E. On any termination of this agreement, licensee, shall quit the above-described property, and
shall remove from such property all property installed in, on, or attached to the above-
described property.
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F. Any termination of this agreement, howsoever caused, shall be entirely without prejudice to
the rights of licensor that have accrued under this agreement prior to the date of such
termination.
7. GOVERNING LAW
laws of the State of [STATE/PROVINCE].
8. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and any prior understanding or
representation of any kind preceding the date of this agreement shall not be binding on either party
10. NOTICES
Any notice provided for or concerning this agreement shall be in writing and shall be deemed sufficiently
In the event that any lawsuit is filed in relation to this agreement, the unsuccessful party in the action
shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a
reasonable sum for the successful party’s attorney fees.
12. ASSIGNMENT OF RIGHTS
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The rights of each party under this agreement are personal to that party and may not be assigned or
transferred to any other person, firm, corporation, or other entity without the prior, express, and written
consent of the other party.
LICENSOR LICENSEE
1588
MODIFICATION OF LEASE AGREEMENT
This Modification of Lease Agreement (the “Agreement”) is made and effective [DATE],
RECITALS
C. Pursuant to the lease dated [DATE] [“Lease”], lessee let from lessor [square feet of net rentable
area in the building located at (address), (city), County, (state)] (the “Premises”), and more
specifically described in the Lease, for a term which expires on [DATE] (the “Lease termination
date”).
D. Lessor and lessee desire to extend the lease for a term of [NUMBER] years from the lease
termination date.
Therefore, in consideration of the mutual promises contained in this lease amendment and extension
agreement, the parties agree as follows:
6. CONSTRUCTION
This Agreement shall be construed in conjunction with the lease and, except as amended by this
instrument, all of the terms, covenants, and conditions of the lease shall remain in full force and effect
and are ratified and confirmed by this instrument.
7. DEFINED TERMS
All terms used in this lease amendment and extension agreement shall have the meanings ascribed to
them in the lease unless otherwise defined in this instrument.
8. LEASE TERM
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The term of the letting of the premises shall be extended to and shall terminate on [DATE].
9. BASE RENT
Beginning on [DATE], Lessee shall pay base rent in the amount of [AMOUNT], payable in advance
on the first day of each in the manner provided in the lease.
10. ADDITIONAL RENT
Lessee shall make payments with respect to real estate taxes, operating expenses, and other additional
rent, if any, in the manner provided in the lease.
LESSOR LESSEE
1590
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MORTGAGE NOTE r
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This Mortgage Note (the “Agreement”) is made and effective [DATE],
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RECITALS
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FOR VALUE RECEIVED the undersigned Mortgagor jointly and severally promise(s) to pay to the
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order of Mortgagee the principal sum of [AMOUNT] together with interest thereon from date at the
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rate of [%] per annum until maturity, said principal and interest being payable monthly on the [DAY]
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of each and every month in lawful money of the [COUNTRY] beginning on [DATE], in monthly
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installments of [AMOUNT], and continuing thereafter until [DATE], or until said principal and
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interest have been paid in full, at [ADDRESS], or at such other place as the holder hereof may designate
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in writing from time to time.
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1. INSTALLMENT PAYMENT
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Each installment payment shall be credited first to the interest then due, and the remainder to the
2
principal.
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2. GUARANTY
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This Note with interest is secured by a mortgage on real estate, of even date herewith, made by the maker
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hereof in favor of said Mortgagee.
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Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or
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protest and all requirements necessary to hold each of them liable as makers and endorsers and, should
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litigation be necessary to enforce this note, each maker and endorser waives trial by jury and consents
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to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the State of
[STATE/PROVINCE].
Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a
reasonable attorney's fee in case the principal of this note or any payment on the principal or any interest
thereon is not paid at the respective maturity thereof, or in case it becomes necessary to protect the
security hereof, whether suit be brought or not.
4. GOVERNING LAW
This note is to be construed and enforced according to the laws of the State of [STATE/PROVINCE];
upon default in the payment of principal and/or interest when due, the whole sum of principal and
interest remaining unpaid shall, at the option of the holder, become immediately due and payable and
it shall
accrue interest at the highest rate allowable by law from the date of default.
5. DEFAULT ON PAYMENT
Default shall include, but not be limited to non-payment of any respective installment within ten (10)
days from the due date set out herein, or payment dates on three different occasions for any installments
which are in excess of five (5) days subsequent to the due date therefore set out herein.
6. LITIGATION
LESSOR LESSEE
1592
1593
MORTGAGE
This Mortgage (the “Agreement”) is made and effective [DATE],

RECITALS
WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of [AMOUNT] in lawful money of
[COUNTRY], and has agreed to pay the same, with interest thereon, according to the terms of a certain
note (the "Note") given by Mortgagor to Mortgagee, bearing even date herewith.
1. DESCRIPTION OF PROPERTY SUBJECT TO LIEN: "PREMISES"
NOW, THEREFORE, in consideration of the premises and the sum hereinabove set forth, and to
secure the payment of the Secured Indebtedness as defined herein, Mortgagor has granted, bargained,
sold and conveyed, and by these presents does grant, bargain, sell and convey unto Mortgagee property
situated in [CITY, STATE/PROVINCE] more particularly described in Exhibit” A" attached hereto
and by this reference made a part hereof;
TOGETHER with all buildings, structures and other improvements now or hereafter located on, above
or below the surface of the property herein before described, or any part and parcel thereof; and,
TOGETHER with all and singular the tenements, easements, riparian and littoral rights, and
appurtenances thereunto belonging or in anywise appertaining, whether now owned or hereafter
acquired by Mortgagor, and including all rights of ingress and egress to and from adjoining property
(whether such rights now exist or subsequently arise) together with the reversion or reversions,
remainder and remainders, rents, issues and profits thereof; and also all the estate, right, title, interest,
claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel
thereof; and,
TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually or
constructively attached to said property and including all trade, domestic and ornamental fixtures, and
1594
articles of personal property of every kind and nature whatsoever (hereinafter collectively called
"Equipment"), now or hereafter located in, upon or under said property or any part thereof and used or
usable in connection
with any present or future operation of said property and now owned or hereafter acquired by
Mortgagor; and,
TOGETHER with all the common elements appurtenant to any parcel, unit or lot which is all or part
of the Premises; and,
ALL the foregoing encumbered by this Mortgage being collectively referred to herein as the "Premises";
TO HAVE AND TO HOLD the Premises hereby granted to the use, benefit and behalf of the ©
Mortgagee, forever. C
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2. EQUITY OF REDEMPTION p
y
Conditioned, however, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee, at its r
address listed in the Note, or at such other place which may hereafter be designated by Mortgagee, its or i
their successors or assigns, with interest, the principal sum of [AMOUNT] with final maturity, if not g
sooner paid, as stated in said Note unless amended or extended according to the terms of the Note h
executed by Mortgagor and payable to the order of Mortgagee, then these presents shall cease and be t
void, otherwise these presents shall remain in full force and effect. E
n
3. COVENANTS OF MORTGAGOR v
i
Mortgagor covenants and agrees with Mortgagee as follows: s
i
a. Secured Indebtedness: This Mortgage is given as security for the Note and also as security for any o
and all other sums, indebtedness, obligations and liabilities of any and every kind arising, under the n
Note or this Mortgage, as amended or modified or supplemented from time to time, and any and all C
renewals, modifications or extensions of any or all of the foregoing (all of which are collectively o
referred to herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally r
secured with and having the same priority as any amounts owed at the date hereof. p
o
b. Performance of Note, Mortgage: Mortgagor shall perform, observe and comply with all r
provisions hereof and of the Note and shall promptly pay, in lawful money of [COUNTRY], to a
Mortgagee the Secured Indebtedness with interest thereon as provided in the Note, this Mortgage t
and all other documents constituting the Secured Indebtedness. i
o
n
.
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2
0
0
2
.
c. Extent Of Payment Other Than Principal And Interest: Mortgagor shall pay, when due and
payable, (1) all taxes, assessments, general or special, and other charges levied on, or assessed, placed
or made against the Premises, this instrument or the Secured Indebtedness or any interest of the
Mortgagee in the Premises or the obligations secured hereby; (2) premiums on policies of fire and
other hazard insurance covering the Premises, as required herein; (3) ground rents or other lease
rentals; and (4) other sums related to the Premises or the indebtedness secured hereby, if any, payable
by Mortgagor.
d. Insurance: Mortgagor shall, at its sole cost and expense, keep the Premises insured against all hazards
as is customary and reasonable for properties of similar type and nature located in [CITY,
STATE/PROVINCE].
e. Care of Property: Mortgagor shall maintain the Premises in good condition and repair and shall
not commit or suffer any material waste to the Premises.
f. Prior Mortgage: With regard to the Prior Mortgage, Mortgagor hereby agrees to: (i) Pay
promptly, when due, all installments of principal and interest and all other sums and charges made
payable by the Prior Mortgage; (ii) Promptly perform and observe all of the terms, covenants and
conditions required to be performed and observed by Mortgagor under the Prior Mortgage, within
the period provided in said Prior Mortgage; (iii) Promptly notify Mortgagee of any default, or notice
claiming any event of default by Mortgagor in the performance or observance of any term, covenant
or condition to be performed or observed by Mortgagor under any such Prior Mortgage. (iv)
Mortgagor will not request nor will it accept any voluntary future advances under the Prior
Mortgage without Mortgagee's prior written consent, which consent shall not be unreasonably
withheld.
4. DEFAULTS
a. Event of Default: The occurrence of any one of the following events which shall not be cured
within [NUMBER] days after written notice of the occurrence of the event, if the default is
monetary, or which shall not be cured within [NUMBER] days after written notice from
Mortgagee, if the default is non-monetary, shall constitute an "Event of Default": (a) Mortgagor fails
to pay the Secured Indebtedness, or any part thereof, or the taxes, insurance and other charges, as
herein before provided, when and as the same shall become due and payable; (b) Any material
warranty of Mortgagor herein contained, or contained in the Note, proves untrue or misleading in
any material respect; (c) Mortgagor materially fails to keep, observe, perform, carry out and execute
the covenants, agreements, obligations and conditions set out in this Mortgage, or in the Note; (d)
Foreclosure proceedings (whether judicial or otherwise) are instituted on any mortgage or any lien
of any kind secured by any portion of the Premises and affecting the priority of this Mortgage.
1596
b. Options Of Mortgagee Upon Event Of Default: Upon the occurrence of any Event of Default,
the Mortgagee may immediately do any one or more of the following: (a) Declare the total Secured
Indebtedness, including without limitation all payments for taxes, assessments, insurance
premiums, liens, costs, expenses and attorney's fees herein specified, without notice to Mortgagor
(such notice being hereby expressly waived), to be due and collectible at once, by foreclosure or
otherwise; (b) Pursue any and all remedies available under the Uniform Commercial Code; it being
hereby agreed that [NUMBER] days' notice as to the time, date and place of any proposed sale shall
be reasonable; (c) In the event that Mortgagee elects to accelerate the maturity of the Secured
Indebtedness and declares the Secured Indebtedness to be due and payable in full at once, or as may
be provided for in the Note, or any other provision or term of this Mortgage, then Mortgagee shall
have the right to pursue all of Mortgagee's rights and remedies for the collection of such Secured
Indebtedness, whether such rights and remedies are granted by this Mortgage, any other agreement,
law, equity or otherwise, to include, without limitation, the institution of foreclosure proceedings
against the Premises under the terms of this Mortgage and any applicable state or federal law.
5. Prior Liens
Mortgagor shall keep the Premises free from all prior liens (except for those consented to by Mortgagee).
6. Notice, Demand and Request
Every provision for notice and demand or request shall be deemed fulfilled by written notice and
demand or request delivered in accordance with the provisions of the Note relating to notice.
7. Meaning of Words
The words "Mortgagor" and "Mortgagee" whenever used herein shall include all individuals,
corporations (and if a corporation, its officers, employees or agents), trusts and any and all other persons
or entities, and the respective heirs, executors, administrators, legal representatives, successors and
assigns of the parties hereto, and all those holding under either of them. The pronouns used herein shall
include, when appropriate, either gender and both singular and plural. The word "Note" shall also
include one or more notes and the grammatical construction of sentences shall conform thereto.
8. Severability
If any provision of this Mortgage or any other Loan Document or the application thereof shall, for any
reason and to any extent, be invalid or unenforceable, neither the remainder of the instrument in which
such provision is contained, nor the application of the provision to other persons, entities or
1597
circumstances, nor any other instrument referred to hereinabove shall be affected thereby, but instead
shall be enforced to the maximum extent permitted by law.
9. Governing Law
The terms and provisions of this Mortgage are to be governed by the laws of the State of
[STATE/PROVINVE]. No payment of interest or in the nature of interest for any debt secured in part
by this Mortgage shall exceed the maximum amount permitted by law. Any payment in excess of the
maximum amount shall be applied or disbursed as provided in the Note in regard to such amounts
which are paid by the Mortgagor or received by the Mortgagee.
10. Descriptive Headings
The descriptive headings used herein are for convenience of reference only, and they are not intended
to have any effect whatsoever in determining the rights or obligations of the Mortgagor or Mortgagee
and they shall not be used in the interpretation or construction hereof.
11. Attorney's Fees
As used in this Mortgage, attorneys' fees shall include, but not be limited to, fees incurred in all matters
of collection and enforcement, construction and interpretation, before, during and after suit, trial,
appeals and Proceedings. Attorneys' fees shall also include hourly charges for paralegals, law clerks and
other staff members operating under the supervision of an attorney.
12. Exculpation
Notwithstanding anything contained herein to the contrary, the Note which this Mortgage secures is a
non-recourse Note and such Note shall be enforced against Mortgagor only to the extent of Mortgagor's
interest in the Premises as described herein and to the extent of Mortgagor's interest in any personality
as may be described herein.
MORTGAGOR MORTGAGEE
1598
MUTUAL CANCELLATION OF LEASE
This Mutual Cancellation of Lease (the "Agreement") is made and effective the [DATE],
TERMS
FOR GOOD CONSIDERATION, Lessee and Lessor, under a certain Lease agreement between the
parties under date of [DATE] (the “Lease”), do hereby mutually agree to terminate and cancel said Lease
effective [DATE] and all rights and obligations under said Lease shall thereupon be cancelled excepting
only for any obligations under the Lease accruing prior to the effective termination date. This agreement
shall be binding upon the parties, their successors, assigns and personal representatives.
LESSOR LESSEE

C
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1599
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p
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF BREACH OF LEASE
Dear [Contact name],You are hereby given notice that you are in breach of your tenancy of the premises
located at [Address] under the terms of the lease dated [Date], between [LANDLORD] and
[TENANT].
You are in breach of the lease because you have failed to comply with the terms and conditions of your
tenancy, as follows:
[LIST HOW TENANT HAS VIOLATED THE LEASE IN CLEAR AND CONCISE
LANGUAGE]
If this breach of lease is not corrected within [Number] days from the date of this letter, we will have no
choice but to exercise all other legal means available to protect our rights under applicable law.
Please consider this letter a final demand for you to remedy this situation. If you fail to comply, the
undersigned may commence eviction proceedings against you.

Sincerely,
Your name
Your title ©
Telephone contact C
p
October 18, 2022 y
Contact Name r
Address i
Address2 g
Zip/Postal Code t
E
OBJECT: NOTICE OF LATE FEE OWED n
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1600 s
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We received your rent payment in the amount of [Amount] on [Date]. Thank you. If you recall from
the rent agreement, a [Amount] fee will be assessed for payment received after the first of the month.
Therefore, we still need [Amount] from you, calculated as follows:
Rent Due
Late Fee
Payment
TOTAL
Sincerely,
Your name
Your title
Telephone contact
1601
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF NSF CHECK CHARGE AND

LATE FEE OWED
Although we received your rent payment, your check was returned by the bank for non-sufficient funds
in your bank account. If you recall from the rent agreement, all rent payments must be received by us
on the first of every month. A [Amount] fee will be assessed for rent payments received after the first of
every month. In addition, a [Amount] service charge will be assessed for returned checks.
Because your check was marked non-sufficient funds, you must immediately pay by CASHIER'S
CHECK OR MONEY ORDER. We cannot accept a personal check. Therefore, we still need
[Amount] from you, calculated as follows:
Rent Due
Late Fee
NSF Fee
TOTAL
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
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g
1602
h
t
E
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE THAT EVICTION WILL BE FILED

IN COURT
It is never a pleasure to write this type of letter but it has come to my attention that your company has
failed to comply with the terms of your agreement with us dated [Date]. I understand that you have
been given a [NUMBER] day notice in accordance with state and local laws and have failed to move.
Therefore, I have instructed the [Office/Premisse] manager not to accept any payment from you. All
amounts you still owe will be offset against your security deposit or collected in a legal action.
If you have not moved out of your [Office/Premisse] by [Date], I will file suit the next day. I will also
obtain an injunction forcing your removal, with the aid of the police. The lawsuit will be for the
amounts owed under the agreement, the costs of filing suit, attorney's fees and enforcement. I plan to
zealously collect these amounts from you. When you are evicted, I also plan to inform credit reporting
and other agencies of this action.
This position is not negotiable so please govern yourself accordingly. Feel free to contact me if you have
any questions.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
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g
h
t
E
1603 n
v
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i
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: OFFER TO LEASE SPACE IN YOUR BUILDING

We have now reviewed your property at [Address] (the “Property”) and are quite interested in leasing
space in the Property. We believe we would be excellent tenants and are prepared to consummate a lease
As a way to commence our discussions, let us lay out some of the key terms which we believe would be
acceptable to us:
Leased Premises: The [Storey] floor at the Property, consisting of

approximately [Number] square feet.
Commencement Date of Lease: [Date]
Length of Lease: [Number] years
Monthly Rent: [Amount] for the first [Number] years of the Lease.
[Amount] for the remaining [Number] years of the Lease.
Utilities: All utilities to be paid for by the Lessee, except for [Describe].
Parking: Lessee to have [Number] parking spaces in the building.
Use of Leases Premises: General office use and/or any other legal use.
Improvements: Lessor to make the following improvements to the Lease

Premises prior to Lessee’s occupancy: [Describe].
Right to Renew: Lessee to have the right to renew the Lease for an additional
[Number] years, for [Amount] per month rent.
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Taxes: All taxes on the property shall be payable by Lessor.
Assignment & Subletting: The Leased Premises shall not be assigned or sublet without
the consent of Lessor, which consent shall not be
Form of Lease: To be mutually agreed upon between Lessor and Lessee.
We are happy to discuss any of these terms and look forward to a long and mutually beneficial
relationship. So that you may appreciate how responsible of a tenant we would be, I enclose some
background information on our company.
Let us set up a meeting to discuss this as soon as possible.
Sincerely,
Your name
Your title
Telephone contact
1605
OPTION TO EXPAND SPACED LEASE
TERMS
D. Landlord hereby agrees that Tenant shall be offered the right of refusal to lease all or any portion
of [describe other space in the building or designated space] (the “Expansion Space”), as it may
become available for lease from time to time. Whenever any portion of the Expansion Space
becomes available for lease, Landlord shall provide Tenant with written notice of such
availability, which notice shall include the date when Tenant would begin occupancy of such
Expansion Space and the rental rate which Tenant shall pay for such Expansion Space.
E. All other terms and conditions shall be those contained in the Lease between Landlord and
Tenant and any Expansion Space leased shall be incorporated in the Lease through execution of
an addendum to the Lease. Tenant shall then have [NUMBER] days to respond to such offer
and to either accept or reject such Expansion Space. Tenant’s failure to respond timely to such
offer shall be construed as a rejection of Landlord’s written offer.
F. Should Tenant reject the offer to lease any particular Expansion Space when offered, Landlord
shall have the right to lease all remaining Expansion Space to other prospective tenants, so long
as the terms and conditions of such lease are not more favorable than those offered to Tenant.
LANDLORD TENANT
1606
OPTION TO LEASE AGREEMENT
IN CONSIDERATION OF the sum of [AMOUNT] paid by the tenant to the landlord, the receipt
whereof is hereby acknowledged, the landlord hereby grants to the tenant, its successors, and assigns,
the exclusive option to lease the above-mentioned property as per the attached Lease, upon the
following terms and conditions:
1. TERM OF OPTION
This option and all rights and privileges hereunder shall expire the day of [DATE].
2. NOTICE OF EXERCISE OF OPTION
This option is to be exercised by the tenant by written notice delivered personally or forwarded by
registered or certified mail, return receipt requested, within the time limited in paragraph 1 to the
landlord at the address first above recited.
3. APPLICATION OF OPTION PAYMENT
In the event that the tenant does not exercise his option as herein provided, all sums paid on account
thereon shall be retained by the landlord as consideration for this option free of all claims of the tenant,
and neither party shall have any further rights or claims against the other.
4. EFFECT OF EXERCISE OF OPTION
In the event that the tenant does exercise its option as herein provided, the sum paid on account of the
option shall be applied to the first month's rent, and the terms, covenants, and conditions in the attached
Lease Agreement shall become the contract of the parties.
LANDLORD TENANT
1607
1608
OPTION TO PURCHASE PROPERTY
This Option to Purchase Property (the “Agreement”) is made and effective [DATE],
RECITALS
This Agreement is entered into upon the basis of the following facts and intentions of the parties:
C. Seller owns that certain real property described in Exhibit A hereto (the Property”).
D. Buyer desires to obtain an option to purchase the Property from Seller and Seller is willing to
grant such an option to Buyer.
1. Option
As of the date hereof, the Seller grants to Buyer an option (the “Option”) to purchase the Property from
Seller upon all of the terms, covenants and conditions hereinafter set forth. This option may be recorded
at the election of Buyer.
2. Consideration for the Option
As consideration for the Option, Buyer shall pay to Seller the sum of [AMOUNT] on the date hereof.
In the event this option is exercised, all consideration paid for the Option shall be applied against and be
deemed to be a payment upon the purchase price. In the event that Buyer does not exercise the Option,
the consideration paid to Buyer for the Option may be retained by Seller without deduction or offset.
3. Term and Exercise
1609
his intention to exercise the Option.
4. Purchase Price
[AMOUNT] per share, payable in cash.
5. Terms
The other terms applicable to the purchase are as follows:
[describe condition of property; title insurance to be obtained; treatment of deeds of trust and
encumbrances; who pays closing costs, etc.]
6. Representations and Warranties of Seller
E. The Seller has full power and authority to execute and deliver this Agreement, and this
Agreement is a valid and binding agreement enforceable against the Seller in accordance with its
terms;
F. Neither the execution of this Agreement nor the sale of the Property will constitute a violation
of, or conflict with, or default under, any contract, commitment, agreement, understanding or
arrangement to which the Seller is a party or by which Seller is bound or of any law, decree, or
judgment;
G. Now and up to the time of exercise of the Option, the Seller will have valid title to the Property,
free and clear of all claims, liens, charges, encumbrances deeds of trust and security interests
other than ;
H. [Other representations and warranties as appropriate].
7. Cooperation
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8. Purchase and Sale
Property, represented by appropriate [identify either warranty deed or quitclaim deed].
9. Survival
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10. Modification; Assignment p
y
This Agreement may not be modified, amended, altered or supplemented except upon the execution r
and delivery of a written agreement executed by the parties hereto. Buyer may assign his rights under i
this Agreement with the consent of Seller. g
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12. t
11. Successors E
n
This Agreement will be binding upon, inure to the benefit of and be enforceable by and against the v
parties hereto and their respective heirs, beneficiaries, executors, representatives and permitted assigns. i
s
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12. Governing Law o
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This Agreement shall be governed by and construed in accordance with the laws of the State of C
[STATE/PROVINCE]. o
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SELLER BUYER
1612
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EXHIBIT A p
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PROPERTY MANAGEMENT AGREEMENT r
i
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This Property Management Agreement (the “Agreement”) is made and effective [DATE],
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RECITALS
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D. Owner holds title to the following-described real property:
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[insert legal or other appropriate description], here referred to as the property.
r
E. Agent is experienced in the business of operating and managing real estate similar to the above-
p
described property.
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F. Owner desires to engage the services of agent to manage and operate the property, and agent
a
desires to provide such services on the following terms and conditions.
t
i
In consideration of the mutual covenants contained herein, the parties agree:
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1. EMPLOYMENT OF AGENT
n
.
Agent shall act as the exclusive agent of owner to manage, operate and maintain the property.
2
2. BEST EFFORTS OF AGENT
0
0
On assuming the management and operation of the property, agent shall thoroughly inspect the
2
property and submit a written report to owner. The written report shall contain the opinion of agent
.
concerning the present efficiency under which the property is being managed and operated, and
A
recommended changes, if necessary, in the management structure of the property, in the rehabilitation
l
of the property, and any other matters that will improve the efficient management and operation of the
l
property. After conferring with owner and obtaining approval to make any necessary improvements,
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agent shall undertake completion of the improvements.
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3. LEASING OF PROPERTY
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Agent shall make reasonable efforts to lease available space of the property, and shall be responsible for
all negotiations with prospective tenants. Agent shall also have the right to execute and enter into, on
behalf of owner, month-to-month tenancies of units of the property. Agent may negotiate all extensions
and renewals of such month-to-month tenancies and leases. Agent shall not, without the prior written
consent of owner, enter into any lease for a term less than [NUMBER] months or more than
[NUMBER] months. Agent shall have the right to make concessions, including rental concessions, as
inducements to prospective tenants to occupy the property.
4. ADVERTISING AND PROMOTION
Agent shall advertise vacancies by all reasonable and proper means; provided, agent shall not incur
expenses for advertising in excess of [AMOUNT] during any calendar quarter without the prior written
consent of owner.
5. MAINTENANCE, REPAIRS AND OPERATIONS
Agent shall use its best efforts to insure that the property is maintained in an attractive condition and in
a good state of repair. In this regard, agent shall use its best skills and efforts to serve the tenants of the
property and shall purchase necessary supplies, make contracts for, or otherwise furnish, electricity, gas,
fuel, water, telephone, window cleaning, refuse disposal, pest control, and any other utilities or services
required for the operation of the property. Agent shall make or cause to be made and supervise necessary
repairs and alterations and shall decorate and furnish the property. Expenditures for repairs, alterations,
decorations or furnishings in excess of [AMOUNT] shall not be made without prior written consent of
owner, except in the case of emergency, or if agent in good faith determines that such expenditures are
necessary to protect the property from damage, to prevent injury to persons or loss of life, or to maintain
services to tenants.
6. EMPLOYEES
6.1. Agent shall employ, discharge and supervise all on-site employees or contractors required for
the efficient operation and maintenance of the property. All on-site personnel, except
independent contractors and employees of independent contractors, shall be the employees of
agent. Agent shall pay the salaries of such on-site employees and, to the extent there are revenues
from the property available, pay all charges for services rendered by independent contractors
and the employees of independent contractors.
6.2. All salaries (including all contributions of employer not listed in the paycheck) of such on-site
employees shall be charged to owner. To the extent there are insufficient funds available from
revenues received from the operation of the property to reimburse agent for such salaries,
owner shall directly reimburse agent within [NUMBER] days after demand by agent for
reimbursement. Agent shall not be responsible or liable to owner for any act, default or
1614
negligence of on-site personnel, or for any error of judgment or mistake of law or fact in
connection with their employment, conduct or discharge except that agent shall be responsible
for any such act, default or negligence that is due directly or indirectly to its own negligent act
or omission in the hiring or supervision of any such on-site personnel.
6.3. On-site personnel shall include all resident personnel, including, but not limited to, managers
and maintenance personnel, all recreational personnel (whether part-time or full-time), day-
care center personnel, and all other individuals located, rendering services or performing
activities on the property in connection with its operation.
7. GOVERNMENT REGULATIONS
Agent shall manage the property in full compliance with all laws and regulations of any federal, state,
county or municipal authority having jurisdiction over the property.
8. INSURANCE
8.1. Agent shall obtain the following insurance at the expense of owner, and such insurance shall be
maintained in force during the full term of this agreement:
8.1.1. Comprehensive public liability property insurance of [AMOUNT] single limit for
bodily injury, death and property damage;
8.1.2. Fire and extended coverage hazard insurance in an amount equal to the full replacement
cost of the structure and other improvements situated on the property; and
8.1.3. A fidelity bond in the amount of [AMOUNT] on each employee who handles cash,
and workers’ compensation and employer liability insurance to cover the agents and
employees of both employer and agent.
8.2. All of the policies shall name agent and owner as co-insureds as their respective interests may
appear. Agent shall deliver certificates evidencing such insurance coverage to owner within
[NUMBER] days from the issuance and renewal of the policies. Owner shall cooperate with
agent and any insurer in the making and delivery of all reports, notices, and other items required
in connection with any of the insurance policies.
9. COLLECTION OF INCOME; INSTITUTION OF LEGAL ACTION
9.1. Agent shall use its best efforts to collect promptly all rents and other income issuing from the
property when such amounts become due. It is understood that agent does not guarantee the
collection of rents.
1615
9.2. Agent shall, in the name of owner, execute and serve such notices and demands on delinquent
tenants as agent may deem necessary or proper. Agent, in the name of owners, shall institute,
settle or compromise any legal action and make use of such methods of legal process against a
delinquent tenant or the property of a delinquent tenant as may be necessary to enforce the
collection of rent or other sums due from the tenant, to enforce any covenants or conditions of
any lease or month-to-month rental agreement, and to recover possession of any part of the
property. No other form of legal action will be instituted and no settlement, compromise, or
adjustment of any matters involved therein shall be made without the prior written consent of
owner, except when agent determines that immediate action is necessary.
10. BANK ACCOUNTS
Agent shall deposit (either directly or in a depositary bank for transmittal) all revenues from the property
into the general property management trust fund of agent, here referred to as the trust account. Agent
shall not commingle any of the above-described revenues with any funds or other property of agent.
From the revenues deposited in the trust account, agent shall pay all items with respect to the property
for which payment is provided in this agreement, including the compensation of agent and deposits to
the reserve accounts as provided for in Section Eleven. After such payments agent shall remit any balance
of any monthly revenues to owner concurrently with the delivery of the monthly report referred to in
Section Twelve.
11. RESERVE ACCOUNT
11.3 Agent shall establish a reserve account for the following items: taxes, assessments, debt service,
insurance premiums, repairs (other than normal maintenance), replacement of personal property,
and refundable deposits. Agent shall use its best judgment in transferring adequate funds from the
trust account to the reserve account in order to pay the above items without incurring late pay
interest fees, cancellations or forfeitures. If the reserve account contains inadequate funds to pay
any of the above items, agent must obtain approval from owner before paying the items directly
from the trust account. If owner determines that the funds in the reserve account are excessive,
owner shall direct that agent return such excess funds to the trust account. The reserve account shall
be maintained in an interest-bearing savings account in a national or state bank that is a member of
the Federal Deposit Insurance Corporation.
11.4 Anything in this agreement to the contrary notwithstanding, agent shall not be liable for any
failure or bankruptcy of any bank used as a depository of any funds maintained in the reserve
account.
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12.4 Agent will keep books, accounts and records that reflect all revenues and all expenditures
incurred in connection with the management and operation of the property. The books, accounts
and records shall be maintained at the principal place of business of agent. Agent shall, during
regular business hours, make the books, accounts and records required to be maintained hereunder
available to owner or the representatives of owner for examination and audit by appointment on no
less than [NUMBER] days’ prior notice. All such audits shall be at the expense of owner.
12.5 Agent shall furnish owner, no later than the end of the next succeeding month, a detailed
statement of all revenues and expenditures for each preceding month, a summary of all concessions
and rental concessions given to induce prospective tenants to occupy the property, the original copy
of all invoices, statements, purchase orders and billings received and paid during such preceding
month, as well as such other information relating to the operation or management of the property
that, in the opinion of agent, requires the attention of owner. Owner shall retain for safekeeping
and store all original invoices, statements, purchase orders, billings and other documents delivered
by agent with respect to the property. Owner, on payment of reasonable costs incurred by it, shall
make available to agent copies of all or any portion of any invoice, statement, purchase order, billing
report or other document received from agent with respect to the property.
12.6 Within [NUMBER] days after the end of each calendar year, agent shall prepare and deliver to
owner a detailed statement of revenues received and expenditures incurred and paid during the
calendar year that result from operations of the property. Within [NUMBER] days, following
expiration or termination of this agreement, agent shall deliver to owner all books, accounts and
records pertaining to the property.
13. COMPENSATION OF AGENT
Agent shall receive a management fee equal to [%] of the gross receipts collected from the operation of
the property. Gross receipts are defined as all revenues collected plus refundable deposits. Any
management fee due agent hereunder shall be paid to agent within [NUMBER] days after the end of
each month.
14. COMMISSIONS FOR NEGOTIATING LEASES OR MONTH-TO-MONTH RENTAL
AGREEMENTS
Agent shall receive no commissions or additional compensation for negotiating leases or month-to-
month rental agreements with tenants.
15. OFFICE SPACE FOR AGENT
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Owner shall allow agent to occupy the office numbered [NUMBER], on the [NUMBER] floor of the
property, rent-free for the duration of this agreement. [All expenses other than rent incurred by agent
in the occupation and use of this office space shall be borne by agent.]
16. ADDITIONAL DUTIES AND RIGHTS OF AGENT
In addition to the foregoing, agent shall perform all services that are necessary and proper for the
operation and management of the property, and shall report to owner promptly any conditions
concerning the property that, in the opinion of agent, require the attention of owner.
In order to properly perform the services required by this agreement, agent is authorized to engage, on
behalf of owner, any entity that is an affiliate of agent, provided that the compensation paid for the
services shall be competitive with nonaffiliated entities providing the same or similar services.
17. TERMINATION AND RENEWAL
This agreement shall be for a term commencing on [date], and ending on [date]. At the termination of
this agreement, it shall be renewed automatically on a month-to-month basis that may be terminated by
either party by giving not less than [NUMBER] days’ notice in writing to the other party.
18. TERMINATION FOR CAUSE
If agent breaches any of the terms of this agreement, owner shall give agent written notice of such breach.
If agent fails to remedy the breach within [NUMBER] days after receiving the above-described notice,
owner may terminate this agreement.
19. SALE OF PROPERTY
On the voluntary sale of the property by owner and the delivery of the deed of conveyance therefor, this
agreement shall automatically terminate. Owner shall notify agent of the sale of the property as soon as
such sale is negotiated.
20. CONDEMNATION
This agreement shall terminate in the event of a total condemnation of the property. If there is a partial
condemnation of the property, this agreement may be terminated at the option of owner. If such a
partial condemnation of the property reduces the compensation of agent by more than [%], agent may
terminate this agreement. Owner shall be entitled to all consequential damages awarded as a result of
any eminent domain proceeding.
21. BANKRUPTCY
If bankruptcy proceedings, whether voluntary or involuntary, are commenced against either owner or
agent, or if either party enters into a composition agreement with its creditors, either party may
terminate this agreement by giving [NUMBER] days’ written notice to the other party.
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22. NO PROPERTY INTEREST CREATED
Nothing contained in this agreement shall be deemed to create or shall be construed as creating in agent
any property interest in or to the property.
23. LICENSING OF AGENT
Agent shall at all times during the term of this agreement maintain such licenses and permits as are
required for any of the various services to be performed by agent on behalf of owner.
Agent is an independent contractor and not an employee of owner for any purpose.
25. COVENANTS AND CONDITIONS
All of the terms and conditions of this agreement are expressly intended to be construed as covenants as
well as conditions.
26. NOTICE
All notices, requests, demands or other communications hereunder shall be in writing, and shall be
deemed to have been duly given if delivered in person, or within [NUMBER] days after deposited in
the mail, postage prepaid, certified, with return receipt requested, or otherwise actually delivered to
owner at
[insert complete mailing address, including ZIP code],
or to agent at
[insert complete mailing address, including ZIP code].

Either party hereto may change the address at which it receives written notices by so notifying the other
party hereto in writing.
27. PARTIES BOUND; ASSIGNMENT
This agreement shall be binding on and inure to the benefit of the successors and assigns of the parties
hereto, and their respective successors and assigns; provided, however, that this agreement may not be
assigned by agent without prior written consent of owner, or by owner without prior written consent
of agent. Anything in the foregoing to the contrary notwithstanding, agent may, without the consent
1619
of owner, delegate the performance of (but not responsibility for) any duties and obligations of agent to
any independent contractor or entity.
Should any section or any part of any section of this agreement be rendered void, invalid or
unenforceable for any reason by any court of law exercising competent jurisdiction, such a
determination shall not render void, invalid or unenforceable any other section or any part of any section
in this agreement.
29. GOVERNING LAW
This agreement has been made and entered into in the State of [STATE/PROVINCE], and the laws of
such state shall govern the validity and interpretation of this agreement and the performance due
hereunder.
30. INTEGRATION
The drafting, execution and delivery of this agreement by the parties have been induced by no
representations, statements, warranties or agreements other than those expressed in this agreement. This
agreement embodies the entire understanding of the parties, and there are no further or other
agreements or understandings, written or oral, in effect between the parties relating to the subject matter
hereof unless expressly referred to in this agreement.
31. ARBITRATION
In case of any dispute regarding any terms or performance of the terms of this agreement, the dispute
shall be subject to arbitration in accordance with the rules and regulations then obtaining under the
[ASSOCIATION/ORGANIZATION].
32. ATTORNEY FEES
Should either party bring suit to enforce any of the terms of this agreement, the prevailing party shall be
entitled to recover court costs and reasonable attorney fees.
33. MODIFICATION
This agreement may not be modified unless such modification is in writing and signed by both parties
to this agreement.
LESSOR LESSEE
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1621
REAL ESTATE SALESMAN INDEPENDENT
CONTRACTOR AGREEMENT
This Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [BROKER NAME] (the "Broker"), a corporation organized and existing under the
AND: [SALESMAN NAME] (the "Salesman"), a corporation organized and existing under the laws
RECITALS
The Parties recite that:
C. Broker is duly registered and licensed with the State of [STATE/PROVINCE] as a real estate
broker whose license expires [DATE].
D. Salesman is duly registered and licensed with the State of [STATE/PROVINCE] as a real estate
salesman whose license expires [DATE].
In consideration of the mutual covenants set forth below, the parties agree as follows:
1. STATEMENT OF EMPLOYMENT
Effective as of the date of this Agreement, Broker employs Salesman as a real estate salesman.
2. DUTIES OF SALESMAN
Salesman will carry on the customary activities of a real estate salesman, including, but not necessarily
limited to, the showing of parcels of real estate on which Broker has listings, thesale of such property in
accordance with the terms of the listings, the solicitation of new listings, and such other services
pertaining to the real estate business as Broker may require of him. Salesman shall devote his entire time
and attention to such duties and shall use his best efforts with regard to all of such duties.
3. COMMISSIONS ON SALES
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Broker shall pay to Salesman a commission equal to [%] percent of the total commission received by
Broker, on sales made by Salesman and completed during the effective period of this Agreement.
Furthermore, during the effective period of this Agreement, Broker will advance to Salesman against
commissions to be earned the sum of [AMOUNT] per month, provided that Salesman may elect to
draw commissions as earned.
4. DURATION OF AGREEMENT; TERMINATION
The term of this Agreement shall be for [NUMBER] years, commencing on the date of this Agreement.
Either party may terminate this Agreement by [NUMBER] days' written notice to the other party. If,
on termination of this Agreement, Broker has advanced to Salesman against commissions to be earned
a sum of commissions actually earned by Salesman, Salesman will promptly refund the amount of the
excess advances.
5. ACCESS TO LISTINGS AND OTHER INFORMATION
Broker will give Salesman access to its confidential files pertaining to listings of property, prospects for
the sale of such property, and other related matters. Broker shall also furnish Salesman personal contacts
with persons interested in selling or buying such property, and shall generally aid Salesman in every way
possible with respect to such sales and Salesman's duties hereunder.
6. LOYALTY TO BROKER'S INTEREST
Salesman will not during the term of this Agreement be engaged in any other business activity, whether
or not pursued for gain, profit, or other pecuniary advantage, provided, however, that Salesman may
invest his assets in such form or manner as will not require his expenditure of any undue amount of
time.
7. NONDISCLOSURE OF TRADE SECRETS
Salesman recognizes and acknowledges that the information that will be furnished to him concerning
Broker's customers, listings, holdings, investments, transactions, and other confidential matters
constitutes a valuable, special, and unique asset and trade secret of Broker's business. Accordingly,
Salesman will not, during or after the term of his employment hereunder, disclose any such information
1623
or any part thereof to any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever.
8. WRITTEN CONTRACT AS CONSTITUTING ENTIRE AGREEMENT
This Agreement constitutes the entire contract and agreement between parties, and there are no verbal
understandings or other agreements of any nature with respect to the subject matter hereof except those
contained in this Agreement.
9. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and
assigns of the parties hereto.
10. GOVERNING LAW
This Agreement shall be governed, interpreted and construed by, through and under the laws of the
state of [STATE/PROVINCE].
ATTORNEYS' FEES
In the event of any legal or equitable action, including any appeals, which may arise hereunder between
or among the parties hereto, the prevailing party shall be entitled to recover a reasonable attorneys' fee.
Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members
operating under the supervision of an attorney.
11. SEVERANCE
The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining
provisions and portions hereof.
12. HEADINGS
The paragraph headings contained herein are for convenience of reference only and are not to be used
in the construction or interpretation hereof.
BROKER SALESMAN
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R ECEIPT F OR L EASE S ECURITY D EPOSIT
Date
Landlord Tenant
Address Address
Name Name
Phone Phone
Description Of Lease
The Landlord acknowledges receipt of the sum of [AMOUNT] paid by the Tenant under the lease
described above.
This Security Deposit payment will be held by the Landlord under the terms of this lease, and unless
required by law, will not bear any interest. This Security Deposit will be repaid when due under the
terms of the lease.
LANDLORD TENANT
©
C
p
r
i
1626
g
h
t
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EQUEST TO I NCLUDE L ANDLORD IN T ENANT ' S

L IABILITY I NSURANCE
In case you have not had an opportunity to read through the Master Lease, please note that there is an
insurance clause that requires the tenant to carry public liability insurance of [Amount] and property
damage insurance of [Amount]. The landlord, [Contact name], must be named as additional insured.
In as much as we are sub-leasing these offices to you, please have [Contact name] named also, and ask
your agent to send us a notice to that effect.
Thank you very much.
Sincerely,
Your name
Your title
Telephone contact
1627
SUBLEASE AGREEMENT
This Sublease Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [SUB LESSOR NAME] (the "Sub lessor"), a corporation organized and existing under
AND: [SUB LESSEE NAME] (the "Sub lessee"), a corporation organized and existing under the laws
RECITALS
In consideration of the covenants and agreements hereinafter set forth to be kept and performed by the
parties hereto, Sub lessor, hereby subleases to Sub lessee and Sub lessee does hereby take, lease, and hire
from Sub lessor the Leased Premises hereinafter described for the period, and at the rental, subject to,
and upon the terms and conditions hereinafter set forth, as follows:

a. Lessee has leased a building consisting of [number] floors and approximately [number]
square feet of office space from [name], lessor, of [address], [city], [state].
b. Lessee shall demise to sub lessee the [number] square feet of the building, all located on the
[#] floor, as more fully described in Exhibit A, which is attached to and made a part of this
sublease agreement.
40. TERM OF SUBLEASE
a. The term of this sublease agreement shall be for an initial period of [number] years,
commencing on [date], and terminating on [date], unless earlier terminated by breach of the
terms and conditions of this Sublease Agreement.
b. Lessor concurs that sub lessee may remain in possession of the demised premises for the full
term of this sublease agreement, despite any change that may occur in the status of lessee or
the lease agreement between lessee and lessor.
41. Acceptance of Leased Premises
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Sub lessee’s occupancy of the Leased Premises shall be conclusive evidence of Sub lessee's acceptance of
all improvements constituting the Leased Premises, in good and satisfactory condition and repair. Sub
lessee shall accept possession and use of the Leased Premises “as is” in their condition existing as of the
date hereof with all faults. Sub lessee, at Sub lessee’s sole cost and expense, shall promptly comply with
all applicable laws, ordinances, codes, rules, orders, directions and regulations of governmental authority
governing and regulating the use or occupancy of the Leased Premises as may now or hereafter be in
effect during the Term hereof and shall if so required make any alterations, additions or changes to the
Leased Premises as may be required by said laws, ordinances, codes, rules, directions and regulations.
42. Holding Over
Any holding over of the Leased Premises by Sub lessee after the expiration of the Term hereof shall only
be with the written consent of Sub lessor first had and obtained and shall be construed to be a tenancy
from month to month at a rental per month, or portion thereof, in an amount equal to [%] of the rent
due Sub lessor for the month immediately preceding such holding over, and shall otherwise be on the
same terms, conditions and covenants herein specified.
43. Sublease Termination and Condition of Premises
Upon the termination of this Sublease for any reason whatsoever, Sub lessee shall return possession of
the Leased Premises to Sub lessor or Sub lessor’s authorized agent in a good, clean and safe condition,
reasonable wear and tear excepted. On or before, and in any event no later than [number] days following
the date Sub lessee vacates the Leased Premises and returns possession of same to Sub lessor, Sub lessee
and Sub lessor, or authorized agents thereof, shall conduct a joint inspection of the Leased Premises. Sub
lessee at its cost shall thereafter promptly repair or correct any defects or deficiencies in the condition of
the Leased Premises, reasonable wear and tear excepted.
44. RENT
Sub lessee shall pay to lessee as basic rent [amount] per month, on the [day] of each month, commencing
on [date], and continuing each month thereafter during the term of this sublease agreement. Sub lessee
shall pay all other sums due as additional rental under the provisions of this sublease agreement on the
basic rental payment due date first occurring after the additional rental payment arises.
payment of RENT
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Sub lessee hereby covenants and agrees to pay rent to Sub lessor, without offset or deduction of any kind
whatsoever, in the form and at the times as herein specified. All rent shall be paid to Sub lessor at the
address specified in this Sublease unless and until Sub lessee is otherwise notified in writing. Base
Minimum Rent payments in the monthly amount set forth below shall be payable monthly, in advance,
due on the first (1st) day of each calendar month commencing on the Commencement Date hereof and
delinquent if not paid on or before the third (3rd) day of the month throughout the Term of this
Sublease. Rent for any period which is for less than one month shall be a pro rata portion of the monthly
installment. The required payments under Article 6 and all other charges payable by Sub lessee shall be
deemed to be additional rent.
45. Delinquent Payments
In the event Sub lessee shall fail to pay the rent or any installment thereof, or any other fees, costs, taxes
or expenses payable under this Sublease within [number] days after the said payment has become due,
Sub lessee agrees that Sub lessor will incur additional costs and expenses in the form of extra collection
efforts, administrative time, handling costs, and potential impairment of credit on loans for which this
Sublease may be a security. Both parties agree that in such event, Sub lessor, in addition to its other
remedies shall be entitled to recover a late payment charge against Sub lessee equal to [%] of the amount
not paid within said [number] day period. Additionally, any past due amounts under this Sublease shall
bear interest at the rate of the lesser of [%] per month or the maximum rate permitted by applicable law.
Sub lessee further agrees to pay Sub lessor any cost incurred by Sub lessor in effecting the collection of
such past due amount, including but not limited to attorneys' fees and/or collection agency fees. Sub
lessor shall have the right to require Sub lessee to pay monies due in the form of a cashier's check or
money order. Nothing herein contained shall limit any other remedy of Sub lessor with respect to such
payment delinquency.
46. Security Deposit
On execution of this Sublease, Sub lessee shall deposit with Sub lessor a sum equal to [amount] (the
“Security Deposit”) in order to provide security for the performance by Sub lessee of the provisions of
this Sublease. If Sub lessee is in default, Sub lessor may, but shall not be obligated to use the Security
Deposit, or any portion of it, to cure the default or to compensate Sub lessor for damage sustained by
Sub lessor resulting from Sub lessee's default. Sub lessee shall immediately on demand pay to Sub lessor
a sum equal to the portion of the Security Deposit expended or applied by Sub lessor as provided in this
paragraph so as to maintain the Security Deposit in the sum initially deposited with Sub lessor. At the
expiration or termination of this Sublease, Sub lessor shall return the Security Deposit to Sub lessee or
its successor, less such amounts as are reasonably necessary to remedy Sub lessee's defaults, to repair
1630
damages the Leased Premises caused by Sub lessee or to clean the Leased Premises upon such
termination, as soon as practicable thereafter. In the event of the sale or other conveyance of the Leased
Premises, the Security Deposit will be transferred to the purchaser or transferee and the Sub lessor will
be relieved of any liability with reference to such Security Deposit. Sub lessor shall not be required to
keep the Security Deposit separate from its other funds, and (unless otherwise required by law) Sub
lessee shall not be entitled to interest on the Security Deposit.
USE OF PREMISES
a. Permitted Use: The Leased Premises are to be used by Sub lessee for the sole purpose of
[describe] and for no other purpose whatsoever. Sub lessee shall not use or occupy the
Leased Premises or permit the same to be used or occupied for any use, purpose or business
other than as provided in this Section a) during the Term of this Sublease or any extension
thereof.
b. Prohibited Activities: During the Term of Sublease or any extension thereof, Sub lessee
shall not:
i. Use or permit the Leased Premises to be used for any purpose in violation of any
statute, ordinance, rule, order, or regulation of any governmental authority
regulating the use or occupancy of the Leased Premises.
ii. Cause or permit any waste in or on the Leased Premises.
iii. Use or permit the use of the Leased Premises in any manner that will tend to create
a nuisance or tend to adversely affect or injure the reputation of Sub lessor or its
affiliates.
iv. Allow any activity to be conducted on the premises or store any material on the
Leased Premises which will increase premiums for or violate the terms of any
insurance policy(s) maintained by or for the benefit of Sub lessor.
v. Store any explosive, radioactive, dangerous, hazardous or toxic materials in or about

the Leased Premises.
vi. Use or allow the Leased Premises to be used for sleeping quarters, dwelling rooms or
for any unlawful purpose.
1631
vii. Build any fences, walls, barricades or other obstructions; or, install any radio,
television, phonograph, antennae, loud speakers, sound amplifiers, or similar
devices on the roof, exterior walls or in the windows of the Leased Premises, or make
any changes to the interior or exterior of the Leased Premises without Sub lessor's
prior written consent.
c. Operational Permits: Sub lessee, prior to the Commencement Date, shall obtain and
thereafter continuously maintain in full force and effect for the Term of this Sublease or any
extension thereof, at no cost or expense to Sub lessor, any and all approvals, licenses, or
permits required by any lawful authority as of the Commencement Date or imposed
thereafter, for the use of Leased Premises, including but not limited to business licenses.
d. Compliance With Laws: Sub lessee shall comply with all federal, state, county, municipal,
or other statutes, laws, ordinances, regulations, rules, or orders of any governmental or
quasi-governmental entity, body, agency, commission, board, or official applicable to the
Leased Premises and Sub lessee’s business.
UTILITIES AND TAXES
e. Utility Charges: Sub lessee shall be responsible for and shall pay, and indemnify and hold
Sub lessor and the property of Sub lessor free and harmless from, all charges for the
furnishing of gas, water, electricity, telephone service, and other public utilities to the Leased
Premises during the Term of this Sublease or any extension thereof and for the removal of
garbage and rubbish from the Leased Premises during the Term of this Sublease or any
extension thereof. Sub lessor shall not be liable in damages or otherwise for any failure or
interruption of any utility service being furnished to the Leased Premises and no such failure
or interruption shall entitle Sub lessee to terminate this Sublease.
f. Personal Property Taxes: Sub lessee shall be responsible for and shall pay before they
become delinquent all taxes, assessments, or other charges levied or imposed by any
governmental entity on the equipment, trade fixtures, appliances, merchandise and other
personal property situated in, on, or about the Leased Premises including, without limiting
the generality of the other terms of this Section, any shelves, counters, vault doors, wall safes,
partitions, fixtures, machinery, or office equipment on the Leased Premises, whether put
there prior to or after the Commencement Date of this Sublease.
g. Real Property Taxes and Assessments: Sub lessee shall pay directly to the charging
authority all taxes (as hereinafter defined) respecting the Leased Premises. Sub lessee shall
pay all taxes on or before [number] days prior to delinquency thereof. Sub lessee shall
promptly after payment of any taxes deliver to Sub lessor written receipts or other
1632
satisfactory evidence of the payment thereof. As used herein, “taxes” shall mean all taxes,
assessments, fees, charges, levies, and penalties (if such penalties result from Sub lessee’s
delinquency in paying all or any taxes), of any kind and nature, general and special, ordinary
and extraordinary, unforeseen as well as foreseen (including, without limitation, all
installments of principal and interest required to pay any general or special assessments for
public improvements) now or hereafter imposed by any authority having the direct or
indirect power to tax, including, without limitation the federal government, and any state,
county, city, or other governmental or quasi-governmental authority, and any improvement
or assessment district or other agency or division thereof, whether such tax is:
i. levied or assessed against or with respect to the value, occupancy, or use of all or any
portion of the Leased Premises (as now constructed or as may at any time hereafter
be constructed, altered, or otherwise changed), or any legal or equitable interest of
Sub lessor in the Leased Premises or any part thereof; or
ii. levied or assessed against or with respect to Sub lessor's business of leasing the Leased
Premises, or with respect to the operation of the Leased Premises; or
iii. determined by the area of the Leased Premises or any part thereof, or by the gross
receipts, income, or rent and other sums payable hereunder by Sub lessee (including,
without limitation, any gross income or excise tax levied with respect to receipt of
such rent and/or other sums due under this Sublease); or
iv. imposed upon this transaction or any document to which Sub lessee is a party
creating or transferring any interest in the Leased Premises; or
v. imposed during the term of this Sublease or any extension thereof because of a
change in ownership of the Leased Premises which results in an increase of real
property taxes; or
vi. any tax or excise, however described, imposed (whether by reason of a change in the
method of taxation or assessment, creation of a new tax or charge, or any other
cause) in addition to, in substitution partially or totally of, or as an alternate to, any
tax previously included within the definition of taxes, or any tax the nature of which
was previously included in the definition of taxes, whether or not now customary
or within the contemplation of the parties.
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Taxes shall also include all charges, levies or fees imposed by reason of environmental regulation or other
governmental control of the Leased Premises, and all costs and expenses and reasonable attorneys’ fees
paid or incurred by Sub lessor in connection with:
(1) any proceeding to contest in whole or in part the imposition or collection of any taxes;
(2) negotiation with public authorities as to any taxes.
h. Proration of Taxes: Sub lessee's liability to pay taxes shall be prorated on the basis of a 365-
day year to account for any fractional portion of a fiscal tax year included in the lease Term
and its commencement and expiration.
i. Tax Delinquency: Failure of Sub lessee to pay promptly when due any of the charges
required to be paid under this Article shall constitute a default under the terms hereof in like
manner as a failure to pay rental when due, and if Sub lessor shall elect to pursue an unlawful
detainer action upon said default, then Sub lessor shall be entitled to claim as an amount of
additional rent owed for purposes of said unlawful detainer the amount of such taxes due
and payable by Sub lessee.
j. All Other Charges: Sub lessee shall pay to Sub lessor any and all charges, fees, taxes, and
other amounts due from Sub lessor to the master lessor of the Leased Premises prior to its
due date, for sums due or owing on or after the date of this Sublease.
k. Common Area Maintenance Charges: Sub lessee shall be responsible for, and shall pay
to Sub lessor on demand, any and all costs, fees, charges, assessments, expenses or payments
for which Sub lessor is obligated or liable under the Master Lease with respect to the
operation, maintenance and repair of common area of the Leased Premises. “Common area”
shall include, without limitation, those areas in or about the property of which the Leased
Premises are a part, which have been set aside for the general use, convenience and benefit
of the occupants of the property and their customers and employees, including, without
limitation, the automobile parking areas, sidewalks, landscaped areas and other areas for
pedestrian and vehicular use.
To the extent Sub lessor pays estimated amounts for such common area expenses, Sub lessee shall pay
such amounts to Sub lessor on demand from Sub lessor and shall be entitled to reimbursements and/or
offsets against future common area expenses as such reimbursements or offsets are received by Sub
lessor.
MAINTENANCE AND ALTERATIONS
1634
l. Maintenance by Sub lessee: Sub lessee shall, at its sole cost and expense, keep in good and
safe condition, order and repair all portions of the Leased Premises and all facilities
appurtenant thereto and every part thereof which Sub lessor is responsible to maintain or
repair as lessee under the Master Lease, including without limitation, all plumbing, heating,
air conditioning, ventilating, sprinkler, electrical and lighting facilities, interior walls,
interior surfaces of exterior walls, floors, ceilings, windows, doors, entrances, all glass
(including plate glass), and skylights located within the Leased Premises, walkways, parking
and service areas within or adjacent to the Leased Premises. If the Leased Premises are not so
maintained, and such condition continues [number] hours after notice or exists upon
expiration or termination hereof, Sub lessor may cause such maintenance to be performed
at Sub lessee's expense and/or may obtain maintenance contracts for the Store and charge
the Sub lessee for same. Sub lessor shall, when and if it deems necessary, make any and all
repairs on the Leased Premises, and Sub lessee hereby consents to such actions by Sub lessor.
Sub lessor may charge the Sub lessee for any of the foregoing repairs, if, in Sub lessor’s
opinion, such repairs are occasioned by Sub lessee's abuse or neglect. Sub lessee shall not
modify, alter, or add to the Leased Premises without the prior written consent of Sub lessor.
m. Damage; Abatement of Rent: Notwithstanding anything in this Sublease to the contrary,

Sub lessee at its own cost and expense shall repair and replace as necessary all portions of the
Leased Premises damaged by Sub lessee, its employees, agents, invitees, customers or visitors.
There shall be no abatement of rent or other sums payable by Sub lessee prior to or during
any repairs by Sub lessee or Sub lessor hereunder.
n. Alterations and Liens: Sub lessee shall not make or permit any other person to make any
structural changes, alterations, or additions to the Leased Premises or to any improvement
thereon or facility appurtenant thereto without the prior written consent of Sub lessor first
had and obtained. Sub lessee shall keep the Leased Premises free and clear from any and all
liens, claims, and demands for work performed, materials furnished, or operations
conducted on the Leased Premises at the instance or request of Sub lessee. As a condition to
giving its consent to any proposed alterations, Sub lessor may require that Sub lessee remove
any or all of said alterations at the expiration or sooner termination of the Sublease term and
restore the Leased Premises to its condition as of the date of Sub lessee's occupation of the
Leased Premises. Prior to construction or installation of any alterations, Sub lessor may
require Sub lessee to provide Sub lessor, at Sub lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated cost of such
alterations, to insure Sub lessor against any Liability for mechanic's and materialmen's liens
and to insure completion of the work. Should Sub lessee make any alterations without the
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prior written consent of Sub lessor, Sub lessee shall remove the same at Sub lessee’s expense
upon demand by Sub lessor.
o. Inspection by Sub lessor: Sub lessee shall permit Sub lessor or Sub lessor’s agents,
representatives, designees, or employees to enter the Leased Premises at all reasonable times
for the purpose of inspecting the Leased Premises to determine whether Sub lessee is
complying with the terms of this Sublease and for the purpose of doing other lawful acts
that may be necessary to protect Sub lessor’s interest in the Leased Premises under this
Sublease, or to perform Sub lessor’s duties under this Sublease, or to show the Leased
Premises to insurance agents, lenders, and other third parties, or as otherwise allowed by law.
p. Plans and Permits: Any alteration that Sub lessee shall desire to make in or about the
Leased Premises and which requires the consent of Sub lessor shall be presented to Sub lessor
in written form, with proposed detailed plans and specifications therefor prepared at Sub
lessee's sole expense. Any consent by Sub lessor thereto shall be deemed conditioned upon
Sub lessee’s acquisition of all permits required to make such alteration from all appropriate
governmental agencies, the furnishing of copies thereof to Sub lessor prior to
commencement of the work, and the compliance by Sub lessee with all conditions of said
permits in a prompt and expeditious manner, all at Sub lessee's sole cost and expense.
q. Construction Work Done by Sub lessee: All construction work required or permitted to
be done by Sub lessee shall be performed by a licensed contractor in a good and workmanlike
manner and shall conform in quality and design with the Leased Premises existing as of the
Commencement Date, and shall not diminish the value of the Leased Premises in any way
whatsoever. In addition, all such construction work shall be performed in compliance with
all applicable statutes, ordinances, regulations, codes and orders of governmental authorities
and insurers of the Leased Premises. Sub lessee or its agents shall secure all licenses and
permits necessary therefor.
r. Title to Alterations: Unless Sub lessor requires the removal thereof, any alterations which
may be made on the Leased Premises, shall upon installation or construction thereof on the
Leased Premises become the property of Sub lessor and shall remain upon and be
surrendered with the Leased Premises at the expiration or sooner termination of the term of
this Sublease. Without limiting the generality of the foregoing, all heating, lighting, electrical
(including all wiring, conduits, main and subpanels), air conditioning, partitioning, drapery,
and carpet installations made by Sub lessee, regardless of how affixed to the Leased Premises,
together with all other alterations that have become a part of the Leased Premises, shall be
and become the property of Sub lessor upon installation, and shall not be deemed trade
fixtures, and shall remain upon and be surrendered with the Leased Premises at the
expiration or sooner termination of this Sublease.
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s. Removal of Alterations: In addition to Sub lessor's right to require Sub lessee at the time
of installation or construction of any alteration to remove the same upon expiration or
sooner termination of this Sublease, Sub lessor may elect, by notice to Sub lessee at least
[number] days before expiration of the Term hereof, or within [number] days after sooner
termination hereof, to acquire Sub lessee to remove any alterations that Sub lessee has made
to the Leased Premises. If Sub lessor so elects, Sub lessee shall, at its sole expense, upon
remove such alterations, repair any damage occasioned thereby, and restore the Leased
Premises to the condition existing as of the Commencement Date or such other condition
as may reasonably be designated by Sub lessor in its election.
INDEMNITY AND INSURANCE
t. Hold-Harmless Clause: Sub lessee agrees to indemnify, defend and hold Sub lessor, the
property of Sub lessor, and the Leased Premises, free and harmless from any and all claims,
liability, loss, damage, or expenses incurred by reason of this Sublease or resulting from Sub
lessee’s occupancy and use of the Leased Premises (other than as a result of the direct gross
negligence of Sub lessor), specifically including, without limitation, any claim, liability, loss,
or damage arising by reason of:
i. The death or injury of any person or persons, including Sub lessee, any person who
is an employee or agent of Sub lessee, or by reason of the damage to or destruction
of any property, including property owned by Sub lessee or any person who is an
employee or agent of Sub lessee, and caused or allegedly caused by either the
condition of the Leased Premises, or some act or omission of Sub lessee or of some
agent, contractor, employee, or invitee of Sub lessee on the Leased Premises;
ii. Any work performed on the Leased Premises or materials furnished to the Leased
Premises at the instance or request of Sub lessee or any agent or employee of Sub
lessee; and
iii. Sub lessee's failure to perform any provision of this Sublease or to comply with any
requirement of law or any requirement imposed on the use by Sub lessee of the
Leased Premises by any governmental agency or political subdivision.
iv. Maintenance of the insurance required under this Article shall not relieve Sub lessee
of the obligations of indemnification contained in this Section.
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u. Liability Insurance: Sub lessee shall, at its own cost and expense, secure and maintain
during the term of this Sublease, a comprehensive broad form policy of Combined Single
Limit Bodily Injury and Property Damage Insurance issued by a reputable company
authorized to conduct insurance business in the State of [state/province] insuring Sub lessee
against loss or liability caused by or connected with Sub lessee’s use and occupancy of the
Leased Premises in an amount not less than [amount] per occurrence.
v. Casualty and Fire Insurance: At all times during the Term hereof, Sub lessee shall keep
the Leased Premises and personal property thereon insured against loss or damage by fire,
windstorm, hail, explosion, damage from vehicles, smoke damage, vandalism, casualty and
malicious mischief and such other risks as are customarily included in “all risk” extended
insurance coverage, including coverage for business interruption, in an amount equal to not
less than [number] of the actual replacement value of the Leased Premises and the personal ©
property, fixtures, and other property on the Leased Premises. C
o
w. Workers' Compensation Insurance: During the term of this Sublease, Sub lessee shall p
comply with all Workers' Compensation laws applicable on the date hereof or enacted y
thereafter and shall maintain in full force and effect a Workers’ Compensation Insurance r
policy covering all employees in any way connected with the business conducted by Sub i
lessee pursuant to this Sublease and shall pay all premiums, contributions, taxes and such g
other costs and expenses as are required to be paid incident to such insurance coverage, all h
at no cost to Sub lessor. t
E
x. Policy Form: The policies of insurance required to be secured and maintained under this n
Sublease shall be issued by good, responsible companies, qualified to do business in the State v
of [state/province], with a general policy holders’ rating of at least “A”. Executed copies of i
such policies of insurance or certificates thereof shall be delivered to Sub lessor and to the s
Master Lessor under the Master Lease not later than [number] days prior to the i
commencement of business operations of Sub lessee at the Leased Premises and thereafter, o
executed copies of renewal policies of insurance or certificates thereof shall be delivered to n
Sub lessor within [number] days prior to the expiration of the term of each such policy. All C
such policies of insurance shall contain a provision that the insurance company writing such o
policy(s) shall give Sub lessor at least [number] days' written notice in advance of any r
cancellation or lapse, or the effective date of any reduction in the amounts or other material p
changes in the provisions of such insurance. All policies of insurance required under this o
Sublease shall be written as primary coverage and shall list the Master Lessor under the r
Master Lease and the Sub lessor as loss payees and as additional insureds. If Sub lessee fails a
to procure or maintain in force any insurance as required by this Section or to furnish the t
certified copies or certificates thereof required hereunder, Sub lessor may, in addition to all i
other remedies it may have, procure such insurance and/or certified copies or certificates, o
n
.
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0
0
2
and Sub lessee shall promptly reimburse Sub lessor for all premiums and other costs incurred
y. Waiver of Subrogation: Sub lessee agrees that in the event of loss or damage due to any of
the perils for which it has agreed to provide insurance, Sub lessee hereby waives any and all
claims that it might otherwise have against Sub lessor with respect to any risk insured against
to the extent of any proceeds realized from the insurance coverage to compensate for a loss.
To the extent permitted by applicable insurance policies without voiding coverage, Sub
lessee hereby releases and relieves Sub lessor, and waives its entire right of recovery against
Sub lessor for loss or damage arising out of or incident to the perils insured against to the
extent of insurance proceeds realized for such loss or damage, which perils occur in, on or
about the Leased Premises and regardless of the cause or origin, specifically including the
negligence of Sub lessor or its agents, employees, contractors and/or invitees. Sub lessee shall
to the extent such insurance endorsement is available, obtain for the benefit of Sub lessor a
waiver of any right of subrogation which the insurer of such party might otherwise acquire
against Sub lessor by virtue of the payment of any loss covered by such insurance and shall
give notice to the insurance carrier or carriers that the foregoing waiver of subrogation is
contained in this Sublease.
SIGNS AND TRADE FIXTURES
d. Installation of Trade Fixtures: For so long as Sub lessee is not in default of any of the
terms, conditions and covenants of this Sublease, Sub lessee shall have the right at any time
and from time to time during the Term of this Sublease and any renewal or extension of
such term, at Sub lessee's sole cost and expense, to install and affix in, to, or on the Leased
Premises such items (hereinafter called “trade fixtures”), for use in Sub lessee's trade or ©
business as Sub lessee may, in its reasonable discretion, deem advisable. C
o
e. Signs: Subject to any and all requirements now or hereinafter enacted by any municipal, p
county, or state regulatory agency having jurisdiction thereover and subject to Sub lessor’s y
written consent, Sub lessee may erect at Sub lessee's cost, a sign on the Leased Premises r
identifying the Leased Premises. Sub lessee shall maintain, at Sub lessee's sole cost and i
expense, said sign. g
h
f. Removal of Signs and Trade Fixtures: In addition to Sub lessor’s right to require Sub t
lessee at the time of installation of any sign or trade fixtures to remove the same upon E
expiration or sooner termination of this Sublease, Sub lessor may elect, by notice to Sub n
lessee at least [number] days before expiration of the Term hereof, or within [number] days v
i
1639 s
i
o
n
C
o
after sooner termination hereof, to require Sub lessee to remove any sign or trade fixture
owned by Sub lessee. If Sub lessor so elects, Sub lessee shall at its sole cost ant expense, upon
remove such sign or trade fixture owned by Sub lessee. If Sub lessor so elects, Sub lessee shall,
at its sole cost and expense, upon expiration of the Term hereof, or within [number] days
after any sooner termination hereof, remove such sign or trade fixture, repair any damage
occasioned thereby, and restore the Leased Premises to the condition existing as of the
Commencement Date or such other condition as may reasonably be designated by Sub
lessor in its election.
CONDEMNATION AND DESTRUCTION
g. Total Condemnation: Should, during the Term of this Sublease or any renewal or
extension thereof, title and possession of all of the Leased Premises be taken under the power
of eminent domain by any public or quasi-public agency or entity, this Sublease shall
terminate as of the date actual physical possession of the Leased Premises is taken by the
agency or entity exercising the power of eminent domain and both Sub lessor and Sub lessee
shall thereafter be released from all obligations under this Sublease.
h. Termination Option for Partial Condemnation: Should, during the Term of this
Sublease or any renewal or extension thereof, title and possession of more than [%] of the
floor area of the Leased Premises, and/or more than [%] of the parking area of the Leased
Premises be taken under the power of eminent domain by any public or quasi-public agency
or entity, Sub lessor may terminate this Sublease. The option herein reserved shall be
exercised by giving written notice on or before [number] days after actual physical
possession of the portion subject to the eminent domain power is taken by the agency or
entity exercising that power and this Sublease shall terminate as of the date the notice is
deemed given.
i. Partial Condemnation Without Termination: Should Sub lessee or Sub lessor fail to
exercise the termination option described in this Article, or should the portion of the Leased
Premises taken under the power of eminent domain be insufficient to give rise to the option
therein described, then, in that event:
i. This Sublease shall terminate as to the portion of the Leased Premises taken by eminent
domain as of the day (hereinafter called the “date of taking”), actual physical possession of
that portion of the Leased Premises is taken by the agency or entity exercising the power
of eminent domain;
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ii. Base Minimum Rent to be paid by Sub lessee to Sub lessor pursuant to the terms of this
Sublease shall, after the date of taking, be reduced by an amount that bears the same ratio
to the Base Minimum Rent specified in this Sublease as the square footage of the actual
floor area of the Leased Premises taken under the power of eminent domain bears to the
total square footage of floor area of the Leased Premises as of the date of this Sublease; and
iii. Except to the extent the Master Lessor under the Master Lease is so obligated, Sub lessee,
at Sub lessee's own cost and expense shall remodel and reconstruct the building remaining
on the portion of the Leased Premises not taken by eminent domain into a single efficient
architectural unit in accordance with plans mutually approved by the parties hereto as
soon after the date of taking, or before, as can be reasonably done.
j. Condemnation Award: Should, during the Term of this Sublease or any renewal or
extension thereof, title and possession of all or any portion of the Leased Premises be taken
under the power of eminent domain by any public or quasi-public agency or entity, the
compensation or damages for the taking awarded shall belong to and be the sole property of
the Sub lessor.
k. Destruction: (a) In the event the Leased Premises are damaged or destroyed and the total
costs and expenses for repairing or reconstructing the Leased Premises exceeds the sum of
[amount], Sub lessor, at Sub lessor's option, may:
i. Continue this Sublease in full force and effect by restoring, repairing or

rebuilding the Leased Premises at Sub lessor's own cost and expense or through
insurance coverage; or
ii. Terminate this Sublease by serving written notice of such termination on Sub
lessee no later than [number] days following such casualty, in which event this
Sublease shall be deemed to have been terminated on the date of such casualty.
iii. In the event the Leased Premises are damaged or destroyed and Sub lessee will
not be able to operate any business thereon for [number] consecutive days, Sub
lessee, at Sub lessee's option, may terminate this Sublease by serving written
notice of such termination on Sub lessor no later than [number] days following
such casualty, in which event this Sublease shall be deemed terminated on the
date of such casualty; provided, however, that such termination right shall not
be applicable unless Sub lessor has a similar termination right under the Master
Lease.
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iv. Should Sub lessor or the Master Lessor under the Master Lease elect to repair
and restore the Leased Premises to their former condition following partial or
full destruction of the Leased Premises:
1. Sub lessee shall not be entitled to any damages for any loss or
inconvenience sustained by Sub lessee by reason of the making of such
repairs and restoration.
2. Sub lessor and such Master Lessor shall have full right to enter upon and
have access to the Leased Premises, or any portion thereof, as may be
reasonably necessary to enable such parties promptly and efficiently to
carry out the work of repair and restoration.
l. Damage by Sub lessee: Sub lessee shall be responsible for and shall pay to Sub lessor any
and all losses, damages, costs, and expenses, including but not limited to attorney's fees,
resulting from any casualty loss caused by the negligence or wilful misconduct of Sub lessee
or its employees, agents, contractors, or invitees.
SUBLEASING, ASSIGNMENT, DEFAULT AND TERMINATION
z. Subleasing and Assignment: Sub lessee shall not sell, assign, hypothecate, pledge or
otherwise transfer this Sublease, or any interest therein, either voluntarily, involuntarily, or
by operation of law, and shall not sublet the Leased Premises, or any part thereof, or any
right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy
thereof by any person, persons, or entity through or under it, or grant a security interest in
Sub lessee's interest in the Leased Premises or this Sublease or any fixtures located on the
Leased Premises, without the prior written consent of Sub lessor first had and obtained,
which may be given or withheld in the Sub lessor’s sole and absolute discretion. For the
purpose of this Section, any dissolution, merger, consolidation or other reorganization of
Sub lessee, or any change or changes in the stock ownership of Sub lessee, which aggregates
[%] or more of the capital stock of Sub lessee shall be deemed to be an assignment of this
Sublease. Sub lessee shall not mortgage, hypothecate or encumber this Sublease. Sub lessor's
consent to one assignment, subletting, occupancy, or use by any other person, entity or
entities shall not relieve Sub lessee from any obligation under this Sublease and shall not be
deemed to be a consent to any subsequent assignment, subletting, occupancy or use. Any
assignment, pledge, subletting, occupancy or use without Sub lessor's written consent shall
be void and shall, at the option of the Sub lessor, terminate this Sublease.
1642
Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied
by any person or persons other than the original Sub lessee hereunder, Sub lessor may collect rent from
the assignee, sub lessee or occupant and apply the net amount collected to the rent herein reserved, but
no such assignment, subletting, occupancy or collection of rent shall be deemed a consent to such
assignment, subletting or occupancy or a waiver of any term of this Sublease, nor shall it be deemed
acceptance of the assignee, sub lessee or occupant as a tenant, or a release of Sub lessee from the full
performance by Sub lessee of all the terms, provisions, conditions and covenants of this Sublease.
In the event Sub lessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or
any part thereof, Sub lessee shall give Sub lessor not less than [number] days written notice thereof and
shall, in such notice, provide the name of the proposed assignee or sub lessee, its proposed use of the
Leased Premises, its background, such financial and credit information as Sub lessor may require to
determine the business experience, financial stability and creditworthiness of the proposed assignee or
sub lessee, and such additional information as Sub lessor may request. Sub lessee shall also pay Sub lessor
a one-time administrative fee of [amount] to reimburse Sub lessor for its costs of reviewing, analyzing
and processing the request for consent to assignment or subletting.
In addition to its right to consent or refuse to consent to a proposed assignment Sub lessor shall have the
option, exercisable by written notice to Sub lessee within the [number] days after Sub lessee gives Sub
lessor written notice of its desire to assign the Sublease, to terminate this Sublease with respect to the
entire Leased Premises upon a date specified in said notice to Sub lessee not less than [number] days nor
more than [number] days after the date of said notice and retake the Leased Premises for its own use. If
Sub lessor exercises such option, Sub lessee shall nonetheless have the right, exercisable by notice given
to Sub lessor within [number] days after Sub lessor's notice of exercise is given, to withdraw the
proposed assignment from consideration, in which event the exercise of Sub lessor's option shall be of
no force or effect and, except for the payment of the fee provided for in Subsection (c) above, the
assignment shall be deemed not to have been proposed. If Sub lessor does not elect to exercise its option
to terminate this Lease and consents to the assignment or sublease, said assignee or sub lessee shall pay
directly to Sub lessor all rent or other consideration payable by the assignee or sub lessee in excess of the
amount of rent or other consideration payable by Sub lessee to Sub lessor hereunder (whether
denominated as rent or otherwise) and shall expressly assume Sub lessee's obligations hereunder.
As a condition to Sub lessor's consent to an assignment or subletting, Sub lessor shall be entitled to
receive (i) in the case of a subletting, [%] of all rent (however denominated and paid) payable by the
subtenant to Sub lessee in excess of that payable by Sub lessee to Sub lessor pursuant to the other
provisions of this Sublease, and (ii) in the case of an assignment, [%] of all consideration given, directly
or indirectly, by the assignee to Sub lessee in connection with such assignment. For purposes of this
paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly,
for the use of the Leased Premises or any portion thereof, and the term “consideration” shall mean and
include money, services, property or any other thing of value such as payment of costs, cancellation of
1643
indebtedness, discounts, rebates and the like. Any rent or other consideration which is to be passed
through to Sub lessor pursuant to this paragraph shall be paid to Sub lessor promptly upon receipt by
Sub lessee and shall be paid in cash, regardless of the form in which received by Sub lessee. In the event
any rent or other consideration received by Sub lessee is in a form other than cash, Sub lessee shall pay
to Sub lessor in cash the fair value of Sub lessor's portion of such consideration.
aa. Events of Default: Sub lessee's failure to timely pay any rent, taxes or other charges required
to be paid pursuant to the terms of this Sublease shall constitute a material breach of this
Sublease and an event of default if not paid by Sub lessee within [number] days of the date
such rent, taxes or charges are payable. Events of default under this Sublease shall also
include, without limitation, the events hereinafter set forth, each of which shall be deemed
a material default of the terms of the Sublease if not fully cured within [number] days of
occurrence. Such events shall include:
i. Sub lessee’s failure to perform or observe any term, provisions, covenant, agreement
or condition of this Sublease;
ii. Sub lessee breaches this Sublease and abandons the Leased Premises before
expiration of the Term of this Sublease;
iii. Any representation or warranty made by Sub lessee in connection with this Sublease
between Sub lessee and Sub lessor proving to have been incorrect in any respect;
iv. Sub lessee's institution of any proceedings under the Bankruptcy Act, as such Act
now exists or under any similar act relating to the subject of insolvency or
bankruptcy, whether in such proceeding Sub lessee seeks to be adjudicated a
bankrupt, or to be discharged of its debts or effect a plan of liquidation, composition
or reorganization;
v. The filing against Sub lessee of any involuntary proceeding under any such
bankruptcy laws;
vi. Sub lessee's becoming insolvent or being adjudicated a bankrupt in any court of
competent jurisdiction, or the appointment of a receiver or trustee of Sub lessee's
property, or Sub lessee's making an assignment for the benefit of creditors;
vii. The issuance of a writ of attachment by any court of competent jurisdiction to be

levied on this Lease; or
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viii. Any event which is an event of default under the Master Lease or which would
become so with the passage of time or the giving of notice or both.
bb. Sub lessor's Remedies for Sub lessee's Default: Upon the occurrence of any event of
default described in Section 10.02 hereof, Sub lessor may, at its option and without any
further demand or notice, in addition to any other remedy or right given hereunder or by
law, do any of the following:
i. Sub lessor may terminate Sub lessee's right to possession of the Leased Premises by
giving written notice to Sub lessee. If Sub lessor gives such written notice, then on
the date specified in such notice, this Sublease and Sub lessee's right of possession
shall terminate. No act by Sub lessor other than giving such written notice to Sub
lessee shall terminate this Sublease. Acts of maintenance, efforts to relet the Leased
Premises, or the appointment of a receiver on Sub lessor's initiative to protect Sub
lessor's interest under this Sublease shall not constitute a termination of Sub lessee's
right to possession. On termination, Sub lessor has the right to recover from Sub
lessee:
1. The worth at the time of the award of the unpaid rent and other charges that
had been earned or owed to Sub lessor at the time of termination of this
Sublease;
rent and other charges that would have been earned or owed to Sub lessor
after the date of termination of this Sublease until the time of award exceeds
(b) the amount of such rental loss that Sub lessee proves could have been
reasonably avoided;
rent and other charges for the balance of the term after the time of award
exceeds (b) the amount of such rental loss that Sub lessee proves could have
been reasonably avoided; and
4. Any other amount necessary to compensate Sub lessor for all the detriment
caused by Sub lessee's failure to perform its obligations under this Sublease
or which in the ordinary course of things would be likely to result therefrom,
including without limitation any costs or expenses incurred by Sub lessor in
recovering possession of the Leased Premises, maintaining or preserving the
Leased Premises after such default, preparing the Leased Premises for
reletting to a new tenant, or any repairs or alterations to the Leased Premises
1645
for such reletting, and all leasing commissions, reasonable attorney's fees,
architect's fees and any other costs incurred by Sub lessor to relet the Leased
Premises or to adapt them to another beneficial use. Sub lessee shall also
indemnify, defend and hold Sub lessor harmless from all claims, demands,
actions, liabilities and expenses (including but not limited to reasonable
attorney's fees and costs) arising prior to the termination of this Sublease or
arising out of Sub lessee's use or occupancy of the Leased Premises.
ii. Sub lessor may, in any lawful manner, re-enter and take possession of the Leased
Premises without terminating this Sublease or otherwise relieving Sub lessee of any
obligation hereunder. Sub lessor is hereby authorized, but not obligated (except to
the extent required by law), to relet the Leased Premises or any part thereof on behalf
of the Sub lessee, to use the premises for its or its affiliates' account, to incur such
expenses as may be reasonably necessary to relet the Leased Premises, and relet the
Leased Premises for such term, upon such conditions and at such rental as Sub lessor
in its sole discretion may determine. Until the Leased Premises are relet by Sub
lessor, if at all, Sub lessee shall pay to Sub lessor all amounts required to be paid by
Sub lessee hereunder. If Sub lessor relets the Leased Premises or any portion thereof,
such reletting shall not relieve Sub lessee of any obligation hereunder, except that
Sub lessor shall apply the rent or other proceeds actually collected by it as a result of
such reletting against any amounts due from Sub lessee hereunder to the extent that
such rent or other proceeds compensate Sub lessor for the non-performance of any
obligation of Sub lessee hereunder. Such payments by Sub lessee shall be due at such
times as are provided elsewhere in this Sublease, and Sub lessor need not wait until
the termination of this Sublease, by expiration of the term hereof or otherwise, to
recover them by legal action or in any other manner. Sub lessor may execute any
lease made pursuant hereto in its own name, and the tenant thereunder shall be
under no obligation to see to the application by Sub lessor of any rent or other
proceeds by Sub lessor, nor shall Sub lessee have any right to collect any such rent or
other proceeds. Sub lessor shall not by any re-entry or other act be deemed to have
accepted any surrender by Sub lessee of the Leased Premises or Sub lessee's interest
therein, or be deemed to have otherwise terminated this Sublease, or to have relieved
Sub lessee of any obligation hereunder, unless Sub lessor shall have given Sub lessee
express written notice of Sub lessor's election to do so as set forth herein.
iii. Even though Sub lessee has breached this Sublease and may have abandoned or
vacated the Leased Premises, this Sublease shall continue in effect for so long as Sub
lessor does not terminate Sub lessee's right to possession, and Sub lessor may enforce
all its rights and remedies under this Sublease, including the right to recover the rent
and other charges as they become due under this Lease.
1646
iv. In the event any personal property of Sub lessee remains at the Leased Premises after
Sub lessee has vacated, it shall be dealt with in accordance with the statutory
procedures provided by applicable law dealing with the disposition of personal
property of Sub lessee remaining on the Leased Premises after Sub lessee has vacated.
v. Sub lessor may exercise any right or remedy reserved to the Master Lessor under the
Master Lease (each of which rights and remedies are hereby incorporated herein),
and any other remedy or right now or hereafter available to a landlord against a
defaulting tenant under applicable law or the equitable powers of its courts, whether
or not otherwise specifically reserved herein.
vi. Sub lessor shall be under no obligation to observe or perform any provision, term,
covenant, agreement or condition of this Sublease on its part to be observed or
performed which accrues after the date of any default by Sub lessee hereunder.
vii. Any legal action by Sub lessor to enforce any obligation of Sub lessee or in the
pursuance of any remedy hereunder shall be deemed timely filed if commenced at
any time prior to [number] year after the expiration of the term hereof or prior to
[number] years after the cause of action accrues, whichever period expires later.
viii. In any action of unlawful detainer commenced by Sub lessor against Sub lessee by
reason of any default hereunder, the reasonable rental value of the Leased Premises
for the period of the unlawful detainer shall be deemed to be the amount of rent and
additional charges reserved in this Sublease for such period.
ix. Sub lessee hereby waives any right of redemption or relief from forfeiture under any
present or future law, if Sub lessee is evicted or Sub lessor takes possession of the
Leased Premises by reason of any default by Sub lessee hereunder.
x. No delay or omission of Sub lessor to exercise any right or remedy shall be construed
as a waiver of any such right or remedy or of any default by Sub lessee hereunder.
cc. Receiver: Upon the occurrence of any event of default as defined in Article 16 b) hereof or
in any action instituted by Sub lessor against Sub lessee to take possession of the Leased
Premises and/or to collect Base Minimum Rent, or any other charge due hereunder, a
receiver may be appointed at the request of Sub lessor to collect such rents and profits, to
conduct the business of Sub lessee then being carried on in the Leased Premises and to take
1647
possession of any property belonging to Sub lessee and used in the conduct of such business
and use the same in conducting such business on the Leased Premises without
compensation to Sub lessee for such use. Neither the application nor the appointment of
such receiver shall be construed as an election on the Sub lessor’s part to terminate this
Sublease unless written notice of such intention is given by Sub lessor to Sub lessee.
dd. Attorneys' Fees: If as a result of any breach or default in the performance of any of the
provisions of this Sublease, Sub lessor uses the services of an attorney in order to secure
compliance with such provisions or recover damages therefor, or to terminate this Sublease
or evict Sub lessee, Sub lessee shall reimburse Sub lessor upon demand for any and all
attorneys' fees and expenses so incurred by Sub lessor, including without the limitation
appraisers' and expert witness fees; provided that if Sub lessee shall be the prevailing party in
any legal action brought by Sub lessor against Sub lessee, Sub lessee shall be entitled to
recover the fees of its attorneys in such amount as the court may adjudge reasonable. Sub
lessee shall advance to Sub lessor any and all attorneys' fees and expenses to be incurred or
incurred by Sub lessor in connection with any modifications to this Sublease proposed by
Sub lessee, any proposed assignment of this Sublease by Sub lessee or any proposed
subletting of the Leased Premises by Sub lessee.
ee. Cumulative Remedies; No Waiver: The specified remedies to which Sub lessor may
resort under the terms hereof are cumulative and are not intended to be exclusive of any
other remedy or means of redress to which Sub lessor may be lawfully entitled in case of any
breach or threatened breach by Sub lessee of any provision hereof. If for any reason Sub
lessor fails or neglects to take advantage of any of the terms of this Sublease providing for
termination or other remedy, any such failure of Sub lessor shall not be deemed to be a
waiver of any default of any of the provisions, terms, covenants, agreements or conditions
of this Sublease. The waiver by Sub lessor of any breach of any term, condition or covenant
herein contained shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, condition or covenant herein contained. None of the provisions, terms,
covenants, agreements or conditions hereof can be waived except by the express written
consent of Sub lessor. Subsequent acceptance of rent hereunder by Sub lessor shall not be
deemed to be a waiver of any preceding breach by Sub lessee of any provision, term,
covenant, agreement or condition of this Sublease other than the failure of Sub lessee to pay
the particular rental accepted, regardless of Sub lessor’s knowledge of such preceding breach
at the time of acceptance of such rent.
ESTOPPEL
At any time and from time to time, upon request in writing from Sub lessor, Sub lessee agrees to execute,
acknowledge, and deliver to Sub lessor a statement in writing within [number] days of request, certifying
1648
that this Sublease is unmodified and in full force and effect (or, if there have been modifications, stating
the modifications), the commencement and termination dates, the Base Minimum Rent, the other
charges payable hereunder the dates to which the same have been paid, and such other items as Sub lessor
may reasonably request. It is understood and agreed that any such statement may be relied upon by any
mortgagee, beneficiary, or grantee of any security or other interest, or any assignee of any thereof, under
any mortgage or deed of trust now or hereafter made covering any leasehold interest in the Leased
Premises, and any prospective purchaser of the Leased Premises.
1. Force Majeure – Unavoidable Delays
Should the performance of any act required by this Sublease to be performed by either Sub lessor or Sub
lessee be prevented or delayed by reason of an act of God, war, civil commotion, fire, flood, or other like
casualty, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or
regulations, unusually severe weather, or any other cause, except financial inability, not the fault of the
party required to perform the act, the time for performance of the act will be extended for a period
equivalent to the period of delay and performance of the act during the period of delay will be excused;
provided, however, that nothing contained in this section shall excuse the prompt payment of rent or
other monies due by Sub lessee as required by this Sublease or the performance of any act rendered
difficult solely because of the financial condition of the party, Sub lessor or Sub lessee, required to
perform the act.
2. Notices
Except as otherwise expressly provided by law, any and all notices or other communications required or
permitted by this Sublease or by law to be served on or given to either party hereto by the other party
hereto shall be in writing and shall be deemed duly served and given when personally delivered to the
party, Sub lessor or Sub lessee, to whom it is directed or any managing employee of such party, or, in
lieu of such personal service, [number] hours after deposit in the United States mail, certified or
registered mail, with postage prepaid, or when transmitted by telecopy or facsimile addressed to the
parties as set forth on the signature page hereof. Either party, Sub lessor or Sub lessee, may change the
addresses herein contained for purposes of this Section by giving written notice of the change to the
other party in the manner provided in this Section.
3. Amendments
1649
No amendment, change or modification of this Sublease shall be valid and binding unless such is
contained in a written instrument executed by the parties hereto and which instrument expresses the
specific intention of the parties to amend, change or modify this Sublease.
4. Accord and Satisfaction
No payment by Sub lessee or receipt by Sub lessor of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the stipulated rent earliest in time, nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction and Sub lessor may accept such check or payment without
prejudice to Sub lessor's right to recover the balance of such rent or pursue any other remedy provided
in this Sublease or by law.
5. No Agency Created
Nothing contained in this Sublease shall be deemed or construed by the parties hereto or by any third
party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any
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association whatsoever between Sub lessor and Sub lessee other than sub lessor and sub lessee.
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6. Brokerage Commission
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Sub lessee represents that neither it nor any of its affiliates has engaged the services of any real estate
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broker, finder, or any other person or entity in connection with this lease transaction and therefore
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should Sub lessee be found to be in violation of such representation, Sub lessee shall indemnify Sub
h
lessor against any and all claims for brokerage commissions or finders fees in connection with this
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transaction, and to indemnify, defend and hold Sub lessor free and harmless from all liabilities arising
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from any such claim, including without limitation, attorneys’ fees in connection therewith.
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7. Sole and Only Agreement
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This instrument constitutes the sole and only agreement between Sub lessor and Sub lessee respecting
o
the Leased Premises or the leasing of the Leased Premises to Sub lessee. Sub lessor shall have no
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obligations to Sub lessee, whether express or implied, other than those specifically set forth in this
C
Sublease.
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8. Severability and Governing Law
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This Sublease shall be governed by the laws of the State of [state/province]. Whenever possible each
provision of this Sublease shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Sublease shall be prohibited, void, invalid, or unenforceable
under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity,
voidability, or enforceability without invalidating the remainder of such, or the remaining provisions of
this Sublease.
9. Construction and Headings
All references herein in the singular shall be construed to include the plural, and the masculine, and the
masculine to include the feminine or neuter gender, where applicable, and where the context shall
require. Section headings are for convenience of reference only and shall not be construed as part of this
Sublease nor shall they limit or define the meaning of any provision herein. The provisions of this
Sublease shall be construed as to their fair meaning, and not strictly for or against Sub lessor or Sub
lessee.
10. Effect of Execution
The submission of this Sublease for examination shall not effect any obligation on the part of the
submitting or examining party and this Sublease shall become effective only upon the complete
execution thereof by both Sub lessor and Sub lessee.
11. Inurement
Sub lessor shall have the full and unencumbered right to assign this Sublease. The covenants,
agreements, restrictions, and limitations contained herein shall also be binding on Sub lessee's permitted
12. Time of Essence
Time is expressly declared to be of the essence.
13. No Light, Air or View Easement
1651
Any diminution or shutting off of light, air or view by any structure which may be erected on lands
adjacent to the Leased Premises shall in no way affect this Sublease or impose any liability on Sub lessor.
14. Triple Net Lease
It is the purpose and intent of Sub lessor and Sub lessee that this Sublease be deemed and construed to
be a “triple net lease” so that Sub lessor shall receive all rentals and other sums specified hereunder during
the term of this Sublease, free from any and all charges, costs, assessments, expenses, deductions and/or
set-offs of any kind or nature whatsoever, and Sub lessor shall not be expected or required to pay any
such charge, assessment or expense, or be under any obligation or liability hereunder, except as herein
expressly set forth. All charges, costs, expenses and obligations of any nature relating to the repair,
restoration, alteration, maintenance and operation of the Leased Premises shall be paid by Sub lessee,
except as otherwise herein expressly set forth, and Sub lessor shall be indemnified and held harmless by
Sub lessee from and against such charges, costs, expenses and obligations.
15. Authority
Each individual executing this Sublease on behalf of Sub lessee and the Sub lessee (if Sub lessee is a
corporation or other entity) does hereby covenant and warrant that (i) Sub lessee is a duly authorized
and validly existing entity, (ii) Sub lessee has and is qualified to do business in California, (iii) the entity
has full right and authority to enter into this Sublease, and (iv) each person executing this Sublease on
behalf of the entity was authorized to do so.
16. Survival
All obligations of Sub lessee under this Sublease, including without limitation the obligations to pay
Base Minimum Rent, shall survive the expiration or termination of this Sublease.
17. Waiver
Sub lessee hereby waives any rights it may have under the provisions of [law or code], if applicable, and
any similar statutes regarding repair of the Leased Premises or termination of this Sublease after
destruction of all or any part of the Leased Premises.
18. Recordation
1652
Sub lessee shall not record this Sublease or a short form memorandum hereof without the prior written
consent of the Sub lessor.
19. Transfer of Master Lease
In the event of any assignment or transfer of the Master Lease by Sub lessor to any other party or entity,
Sub lessor shall be and is hereby entirely freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Sublease arising out of any act, occurrence
or omission occurring after the consummation of such assignment or transfer; and the assignee or such
transferee shall be deemed, without any further agreement between parties or their successors in interest
or between the parties and any such assignee or transferee, to have assumed and agreed to carry out any
and all of the covenants and obligations of the Sub lessor under this Sublease. Sub lessee hereby agrees
to attorn to any such assignee or trustee. Sub lessee agrees to execute any and all documents deemed
necessary or appropriate by Sub lessor to evidence the foregoing.
20. Subordination, Attornment
Without the necessity of any additional document being executed by Sub lessee for the purpose of
effecting a subordination, this Sublease shall in all respects be subject and subordinate at all times to the
lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for
which the Leased Premises or Sub lessor's interest or estate is specified as security. Notwithstanding the
foregoing, Sub lessor shall have the right to subordinate or cause to be subordinated any lien or
encumbrance to this Sublease. In the event that any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Sub lessee shall, notwithstanding any
subordination, attorn to and become the sub lessee of the successor in interest to Sub lessor, at the option
of such successor in interest. Sub lessee covenants and agrees to execute and deliver, upon demand by
Sub lessor and in the form requested by Sub lessor, any additional documents evidencing the priority or
subordination of this Sublease.
21. No Merger
The voluntary or other surrender of this Sublease by Sub lessee, or a mutual cancellation hereof, shall
not work a merger, and shall, at the option of Sub lessor, terminate all or any existing subleases or
1653
subtenancies or may, at the option of Sub lessor, operate as an assignment to Sub lessor of any or all such
subleases or subtenancies.
22. Right of Sub lessor to Perform
All terms, covenants and conditions of this Sublease to be performed or observed by Sub lessee shall be
performed or observed by Sub lessee at its sole cost and expense and without any reduction of rent of
any nature payable hereunder. If Sub lessee shall fail to pay any sum of money, other than rent required
to be paid by it hereunder or shall fail to perform any other term or covenant hereunder on its part to
be performed, Sub lessor, without waiving or releasing Sub lessee from any obligation of Sub lessee
hereunder, may, but shall not be obligated to, make any such payment or perform any such other term
or covenant on Sub lessee's part to be performed. All sums so paid by Sub lessor and all necessary costs
of such performance by Sub lessor, together with interest thereon from the date of payment at the rate
eighteen percent (18%) or the highest rate permissible by law, whichever is less, shall be paid, and Sub
lessee covenants to make such payment, to Sub lessor on demand, and Sub lessor shall have, in addition
to any over right or remedy of Sub lessor, the same rights and remedies in the event of nonpayment
thereof by Sub lessee as in the case of failure in the payment of rent hereunder.
23. Modification for Lender
If, in connection with obtaining any type of financing, Sub lessor’s lender shall request reasonable
modifications to this Sublease as a condition to such financing, Sub lessee shall not unreasonably
withhold, delay or defer its consent thereto, provided such modifications do not materially adversely
affect Sub lessee's rights hereunder.
24. Sub lessor’s Personal Liability
The liability of Sub lessor to Sub lessee for any default by Sub lessor under the terms of this Sublease
shall be limited to the interest of Sub lessor in the Leased Premises and Sub lessee agrees to look solely to
Sub lessor's interest in the Leased Premises for the recovery of any judgment from Sub lessor, it being
intended that Sub lessor shall not be personally liable for any judgment or deficiency.
25. Breach by Landlord
Sub lessor shall not be deemed to be in breach in the performance of any obligation required to be
performed by it hereunder unless and until it has failed to perform such obligation within [number]
1654
days after written notice by Sub lessee to Sub lessor specifying wherein Sub lessor has failed to perform
such obligation; provided, however, that if the nature of Sub lessor's obligation is such that more than
[number] are required for its performance then Sub lessor shall not be deemed to be in breech if it shall
commence such performance within such [number] day period and thereafter diligently prosecute the
same to completion. In any event, Sub lessee must bring an action for breach of this Sublease within
[number] year of Sub lessor’s breach or be deemed to have waived the breach and not harmed thereby.
26. Survival of Indemnities
The obligations of the indemnifying party under each and every indemnification and hold harmless
provision contained in this Sublease shall survive the expiration or earlier termination of this Sublease
to and until the last to occur of (a) the last date permitted by law for bringing of any claim or action with
respect to which indemnification may be claimed by the indemnified party against the indemnifying
party under such provision or (b) the date on which any claim or action for which indemnification may
be claimed under such provision is fully and finally resolved and, if applicable, any compromise thereof
or judgment or award thereon is paid in full by the indemnifying party and the indemnified party is
reimbursed by the indemnifying party for any amounts paid by the indemnified party in compromise
thereof or upon a judgment or award thereon and in defense of such action or claim, including
attorneys’ fees incurred.
27. OPTION TO RENEW
Subject to the receipt by lessee of an extension of the original lease agreement for a sufficient duration
to include this renewal, at any time before the commencement of the last calendar month of the first
term of this sublease agreement, sub lessee is granted the option and privilege of extending and renewing
the term of this sublease agreement for an additional [number]-year period at an annual rental to be
agreed on or arbitrated as provided in this sublease agreement.
28. Meaning of Consent
Whenever an act or provision contained in this Sublease is conditioned upon the consent or approval of
Sub lessor, this shall be interpreted to mean, unless otherwise specified to the contrary, that the Sub
lessor has the full unconditional right and sole discretion as to whether or not to give its consent, which
may only be given in writing.
29. QUIET ENJOYMENT
1655
If sub lessee performs the terms of this sublease agreement, lessee will warrant and defend sub lessee in
the enjoyment and peaceful possession of the demised premises during the term of this sublease
agreement without any interruption by lessee or lessor or either of them or any person rightfully
claiming under either of them.
30. Master Lease
Notwithstanding anything in this Sublease to the contrary, the rights of Sub lessee shall be subject to the
terms and conditions contained in the lease (“Master Lease”) between Sub lessor and the owner of the
Leased Premises (the “Master Lessor''), as it may be amended from time to time. Sub lessee shall assume
and perform and comply with the obligations of the lessee under the Master Lease to the same extent as
if references to the Sub lessor therein were references to Sub lessee (all of which obligations are hereby
incorporated herein), including, without limitation, the payment of any and all costs, expenses, charges,
fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for
which Sub lessor is liable or responsible under the Master Lease, as such costs, expenses, charges, fees,
taxes, payment or other monetary obligations come due. Sub lessee shall not commit or permit to be
committed on the Leased Premises any act or omission which shall violate any term or condition of the
Master Lease. Notwithstanding anything in this Sublease to the contrary, the effectiveness of this
Sublease shall be conditioned upon Sub lessor obtaining the written consent of the Master Lessor (if
such consent is required under the Master Lease), in form and substance satisfactory to Sub lessor,
within ten (10) days of the date hereof. If the Master Lease terminates for any reason, this Sublease shall
terminate coincidentally therewith without any liability of Sub lessor to Sub lessee.
SUB LESSOR SUB LESSEE
1656
EXHIBIT O SUBLEASE
DESCRIPTION OF LEASED PREMISES
1657
TERMINATION OF LEASE OBLIGATION
This Release Agreement (the “Agreement”) is made and effective [DATE],
TERMS
On [date], a lease agreement was executed between Lessor and Lessee for the premises located at
[address], a copy of which is attached hereto and made a part hereof.
[facts giving rise to this release]
The parties desire to settle all claims of Lessor with respect to said lease and to terminate all obligations
of either party thereunder.
Therefore, in consideration of [amount], from Lessee, receipt of which is hereby acknowledged, Lessor
does hereby release Lessee from all obligations and duties of Lessee set forth in the above referenced lease.
Lessor, for himself, his heirs, his legal representatives and his assigns also releases Lessee, his heirs, his
legal representatives and his assigns from all claims, demands and causes of action that lessor had, has or
may have against lessee or against his heirs, legal representatives or assigns in regard to said lease.
In consideration of the release set forth above, Lessee hereby surrenders all rights in and to the subject
leased premises. That possession of said premises shall be delivered up to Lessor immediately upon the
execution of this instrument, and that Lessor is relieved of any responsibilities or obligations under the
aforementioned lease.
LESSOR LESSEE
1658
1659
L OCATION W ORKSHEET
Answer the following questions by indicating whether it is a strength (S) or weakness (W) of the
potential site as it relates to your business. Once you have completed a work sheet for each prospective
location, compare the relative strengths and weaknesses of each site to determine the value of each to the
strategic success of your business.
CONCERNS AND QUESTIONS S W NOTES
Is the facility large enough for your business?
Does it meet your layout requirements well?
Does the building need any repairs?
Will you have to make any leasehold

improvements?
Do the existing utilities meet your needs, or will you
have to do any rewiring or plumbing work? Is
ventilation adequate?
Is the facility easily accessible to your potential
clients or customers?
Can you find a number of qualified employees in
the area in which the facility is located?
Is the facility consistent with the image you would
like to maintain?
Is the facility located in a safe neighborhood with a
low crime rate?
Are neighboring businesses likely to attract
customers who will also patronize your business?
Are there any competitors located close to the
facility? If so, can you compete with them
successfully?
Can suppliers make deliveries conveniently at this
location?
If your business expands in the future, will the
facility be able to accommodate this growth?
Are the lease terms and rent favorable?
1660
Is the facility located in an area zoned for your type
of business?
1661
O CTOBER 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: 5-DAY NOTICE TO QUIT

TAKE NOTICE, that you are hereby required to quit, and deliver up to the undersigned the possession
of the premises now held and occupied by you, being the premises known as:
[Describe]
at the expiration of 5 days commencing on [Date] and ending on [Date]. This Notice to Quit
specifically terminates any oral/written agreement you may have with respect to the said premises at the
date specified above. THIS IS INTENDED as a 5-day notice to quit, for the purpose of terminating
your tenancy aforesaid.
Sincerely,
Your name
Your title
Telephone contact
1662
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO PAY RENT OR QUIT

WITHIN THREE DAYS after service on you of this notice you are hereby required to pay the rent of
the premises hereinafter described, of which you now hold possession amounting to the sum of
[Amount] enumerated as follows:
OR QUIT AND DELIVER UP THE POSSESSION OF THE PREMISES. The premises herein
referred to are situated in [City, State/Province].
YOU ARE FURTHER NOTIFIED THAT if you do not comply with either of the above the
undersigned does hereby elect to declare the forfeiture of your lease or rental agreement under which
you hold possession of the above-described premises and lessor will institute legal proceedings to recover
rent and possession of said premises.
Sincerely,
©
Your name & title C
contact o
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r
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g
h
t
E
n
v
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s
i
1663 o
n
C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO QUIT FOR NON-PAYMENT OF

RENT
You are hereby notified to quit and deliver up the premises you hold as our tenant, namely:
[Describe premises]
You are to deliver up said premises on or within [Number] days of receipt of this notice.This notice is
provided due to non-payment of rent. The present rent arrearage is in the amount of [Amount]. You
may redeem your tenancy by full payment of said arrears within [Number] days.
Sincerely,
Your name & Your title ©
contact C
p
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r
i
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t
E
n
v
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s
i
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C
o
r
1664
p
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO TENANT OF RENT DEFAULT

This notice is in reference to the following described lease:
[Describe lease]
Please be advised that as of [Date], you are in DEFAULT IN YOUR PAYMENT OF RENT in the
amount of [Amount].
If this breach of lease is not corrected within [Number] days of this notice, we will take further action
to protect our rights, which may include termination of this lease and collection proceedings. This
notice is made under all applicable laws. All of our rights are reserved under this notice.
Sincerely,
Your name
Your title
Telephone contact
1665
O CTOBER 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF TERMINATION OF LEASE

This is to notify you to quit and deliver up possession of [ADDRESS], which you presently occupy as
our tenant, by [DATE]. This notice is given pursuant to paragraph [Insert paragraph number of lease
agreement which provides for termination on 7 days notice] of your lease agreement.
NOTICE IS FURTHER GIVEN that if you fail to vacate the above-described premises on or before
the date specified in the paragraph above, the lessor will institute Unlawful Detainer proceedings against
you to recover possession of the premises, treble damages, attorney fees and costs.
We remind you of your obligation to leave the premises in a reasonable condition at the end of your
tenancy.
Sincerely,
Your name
Your title ©
Telephone contact C
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i
g
h
t
E
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v
i
s
i
1666
o
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C
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF BULK TRANSFER

To Creditors of [Name], Transferor:
You are hereby notified that the Transferor, [Name] is about to make a bulk transfer of [Property or
property and security], to the undersigned Transferee.
That the business address of the transferor is [Address], and the business address of transferee is
[Address].
That the location of the property to be transferred is [Address].
Property to be transferred is [Description].
To the best knowledge of the transferee, transferor has not used a business name or address other than
that which is stated above during the last three years.
The bulk transfer is to be made on or after [Date], at [Address], in the office of [Identify].
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
o
n
1667 C
o
r
p
o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: N OTICE OF C HANGE IN R ENT

Please be advised that pursuant to the terms of that certain [Lease/rental agreement] dated [Date], your
rent for the space at [Address] will increase to [Amount] per month, effective [Date].
Let me know if you have any questions.
Sincerely,
©
Your name & Your title C
contact o
p
y
r
i
g
h
t
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n
v
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s
i
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C
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p
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a
1668 t
i
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n
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF CLAIM OF MECHANICS LIEN

The undersigned claimant hereby claims a mechanic's lien under section of [Regulatory Body] and
hereby declares the following:
1. That a statement of claimant's demand, after deducting all just credits and offsets, in the sum of
[Amount].
2. That the name of the owner[s], or reputed owner[s] of the property is [are]:
3. A general statement of the kind of work done or materials furnished by claimant, or both is:
4. That the name[s] of the person[s] by whom claimant was employed or to whom claimant
furnished the materials is [are]:
5. A description of the property sought to be charged with the lien is:
[Legal description of property].
Sincerely,
Your name Your title

Your title
Telephone contact
1669
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF EXERCISE OF LEASE OPTION

I elect to exercise the option to [Renew or extend] the lease agreement as provided in Section [Specify]
of our lease agreement, dated [Date], for an additional period of [Number] years, commencing on
[Date], and terminating on [Date]. I will continue to abide by all other terms and conditions of the lease
agreement including the provision for payment of rent on a monthly basis. I request that you send me a
written reply acknowledging receipt of this renewal notice.
Sincerely,
Your name
Your title ©
Telephone contact C
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1670 r
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF EXERCISE OF PURCHASE

OPTION
Please acknowledge that the undersigned, nominee [Name], in an option given by you, on [Date], for
the purchase of property at [Full address], has chosen to exercise and accept the option and agrees to all
its terms and provisions. We would like to thank you for your collaboration. We will be contacting you
soon to finalize an agreement.
Sincerely,
Your name
Your title
o
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1671 o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF INTENTION TO FILE A

MECHANIC'S LIEN

Notice is hereby given that [Company name] intends to file a mechanic's lien for [Amount], on real
property owned by you and commonly known as [Street address]. The legal for said property is as
follows:
[Describe]
The filing of said lien, pursuant to [Cite statute], is for the purpose of securing payment of amounts due
for [Services] performed by the undersigned within the last [Number] days, in accordance with the
[Written or oral] agreement entered into on [Date] between you and the undersigned.
Sincerely,
Your name & Your title ©
Telephone contact C
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1672 C
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[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF LEASE DEFAULT

You are presently in breach of [SECTION REFERENCE] of your lease of [ADDRESS] by reason of
[SPECIFY BREACH].
Please remedy this situation within a reasonable time or we will terminate the lease.
Thank you for your collaboration in this matter,
Sincerely,
Your name ©
Your title C
Telephone contact o
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C
1673 o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF BULK TRANSFER

You are presently in arrears of rent in the amount of [AMOUNT] in connection with your lease of
[ADDRESS].
Please remedy this situation within [Number] days of the date of this letter or we will terminate the
lease and institute collection proceedings without further notice to you.
Sincerely,
Your name & Your title
C
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C
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1674 o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF RIGHT OF RESCISSION

You have entered into a transaction on [Date] which may result in a lien, mortgage or other security
interest on your real estate property. You have a legal right under [Law] to cancel this transaction, if you
desire to do so, without any penalty or obligation, within [Number] business days from the above date
or any later date on which all material disclosures required under the [Law or Act] have been given to
you.
If you so cancel the transaction, any lien, mortgage or other security interest arising from this transaction
is automatically void. You are also entitled to receive a refund of any down payment or other
consideration if you cancel.
If you decide to cancel this transaction, you may do so by notifying [Name] at [Address] by mail or fax
sent not later than midnight of [Date]. You may also use any other form of written notice identifying
the transaction if it is delivered to the above address not later than that time.
Sincerely, ©
C
Your name & Title o
Telephone contact p
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1675 o
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C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE FROM LANDLORD SELL

UNCLAIMED PROPERTY AT AUCTION
This NOTICE is given that I, [Name and address of landlord] will sell the following unclaimed
property:
[Describe]
at a public auction on [Date) at [Location] to pay for the charges incurred in maintaining and storing
the unclaimed property pursuant to [Applicable statute].
The property is stored at [Location] until the date of public auction. The following charges have been
incurred for the storage and maintenance of the property:
[Describe]
Sincerely, ©
Your name C
Your title o
Telephone contact p
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C
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1676
p
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO EXCAVATE ALONG COMMON

BOUNDARY
This notice is to inform you of our intent to excavate on [Date] on the land located at [Address]. This
excavation on the adjoining boundary will be [Number] feet deep and will extend for [Number] feet
along the property line.
Please contact us if you feel you need more information.
Sincerely,
©
Your name C
Your title o
contacts p
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1677 C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO TERMINATE TENANCY-AT-

WILL
Take notice, that pursuant to the provisions of paragraph [Number] of that certain Lease under which
you hold possession of the hereinafter described premises, I have elected to terminate said lease as of
[Date]; said lease is being terminated [Set forth reason for termination] and you are hereby required to
quit and deliver up possession of the premises on or before the above-mentioned date.
The lease above mentioned is between [Name], as Lessor, and [Contact name] as Lessee, is dated [Date]
and covers the property commonly known as:
[Describe]
Your collaboration would be much appreciated .

Sincerely, ©
Your name C
Your title o
Telephone contact p
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1678
C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO TERMINATE TENANCY-AT-

WILL
You are hereby notified that the undersigned shall terminate its tenancy on the premises known as
[Describe], effective at the end of the next month of the tenancy, beginning after this notice.
We shall deliver possession at that time. We thank you in advance for your collaboration.
Sincerely,
Your name ©
Your title C
Telephone contact o
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1679 o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: WE WANT TO WELCOME YOU!

You probably know already that the building where your offices are has changed hands. Tenants
sometimes feel some apprehension when a changeover occurs, so we would like to take this opportunity
to clear the air by letting you know exactly what you can expect in the future.
PAYMENT BY CHECK OR MONEY ORDER: Since it is unwise for anyone to keep or carry cash
around in large quantities, we request that you pay your rent by check or money order (made payable to
us). This will protect both you and the management.
PROMPT PAYMENT: You are expected to pay your rent within three days after the due date. For
example, rent due on the first must be paid by the fourth at the very latest.
MAINTENANCE: We expect you to pay your rent promptly, and you can expect us to respond
promptly to any maintenance problems that arise. Sometime within the next week, we will visit you to
inspect for any building maintenance work that should be taken care of. You can help us by making a
list of work that needs doing around the house.
RENTAL AGREEMENT: We will stop by soon to explain the standard rental agreement to you, and
we will leave you a copy of your own.
We hope that this is the beginning of a long-lasting business relationship and we will do everything
possible to answer your needs as promptly as we can.
Sincerely,
Your name
Your title
Telephone contact
1680
MANAGING AND MOTIVATING EMPLOYEES
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ACKNOWLEDGEMENT AND WAIVER REGARDING r
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EMPLOYEE DATING g
This Acknowledgment & Waiver Regarding Employee Dating (the “Agreement”) is effective [DATE], h
BETWEEN: [FIRST EMPLOYEE NAME] (the "First Employee"), an individual with his main t
address at: E
AND: [SECOND EMPLOYEE NAME] (the "Second Employee"), an individual with his main n
address at: v
AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws i
of the [STATE/PROVINCE], with its head office located at: s
i
RECITALS o
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WHEREAS, a concern has been expressed by the Company regarding the personal relationship which C
has occurred between First Employee and Second Employee; o
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WHEREAS, the Company on it's behalf as well as that of its employees and other affiliated entities is p
concerned regarding any potential for legal exposure which may arise out of said relationship; and o
WHEREAS, First Employee and Second Employee wish to provide assurances to the Company, its r
employees and other affiliated entities, as consideration for continued employment and in lieu of a
transfer, termination or other action. t
TERMS i
o
1. As of the day of the signing of this agreement, First Employee has entered into a voluntary n
relationship with Second Employee; .
2. First Employee has not requested, nor does expect favoritism from Second Employee as related to 2
[HIS/HER] working relationship; 0
0
3. First and Second Employees are not aware of any conflicts related to their relationship. 2
.
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4. As of the present date, First and Second Employees are not aware of any conduct that they would
consider to be wrongful on the part of the Company, its employees, or other affiliated entities and
waive any claim potentially related to same;
5. Should at any time First or Second Employees consider other’s conduct to be sexually hostile or
harassing, they will immediately inform the Company of same in writing.
6. First and Second Employees enter into this agreement voluntarily and have had the opportunity to
seek legal advice from an attorney of their choice. The terms of this agreement and its consequences
have been completely read by First and Second Employees and they fully understand the terms of
this acknowledgment and waiver agreement.
First Employee and Second Employee acknowledge and warrant that their execution of this agreement
is free and voluntary. They declare the above to be true and correct pursuant to the laws of perjury of
this state.
COMPANY FIRST EMPLOYEE
Signature Signature
SECOND EMPLOYEE
Signature
1682
CHECKLIST:INVESTIGATING COMPLAINTS OF
HARASSMENT OR DISCRIMINATION
In most countries, the law requires a company to promptly and thoroughly investigate claims of
harassment or discrimination. Remember that if a lawsuit is filed, many courts will require you to fully
disclose your investigation. So don’t rush through it! Depending on the individual situation, most or all
of the following should be considered during an investigation.
• Remember your focus is to gather facts and commit to legal compliance.
• Be sure to understand that harassment and discrimination are very often about power, ignorance
and fear.
• Address the psychological needs of those involved. Don’t begin by telling the claimant they have
no claim.
• Keep matters confidential but don’t promise absolute confidentiality because of your need to
investigate, communicate, discipline and terminate.
• Contact your attorney if you think the matter could possibly lead to a claim.
• Get the complete story from the claimant in writing.
• Keep all interview notes, forms, etc. in a separate file, not part of the personnel file and limit
access on a need to know basis only. Mark all documents “CONFIDENTIAL.”
• Don’t spread rumors about the employee or the complaint. Resist the temptation to gossip about
these matters. Share any information on a need to know basis only.
• Don’t leap to conclusions! Perform a complete investigation. Interview the employee

complaining, the person accused and any witnesses named by either. Take good notes.
• Make sure to ask for all facts, documents and witnesses supporting any claims made.
• Take detailed notes and consider preparing written statements for signature by the employee,
harasser and witnesses signed under the penalty of perjury (see Witness Statement Form).
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• This is serious business. If you feel uncomfortable performing the investigation, hire an outside
investigator, consultant or attorney to do it for you. Check out their experience and
qualifications.
• Consider using a third party mediator with an organizational psychology background to help
resolve differences between two or more employees.
• Look for the motive behind the allegations and defenses. Things are seldom what they appear to
be. Evaluate the credibility and weight of the evidence.
• Do your best to follow company policies and procedures that apply to grievances, discipline,
privacy, etc. Treat all employees equally.
• Assure the complaining party that you have completed your investigation, inform them of the
facts you gathered without divulging your sources. Offer claimants the opportunity to address
your final factual determinations before taking appropriate action. Do the same with the
accused.
• If warranted, engage in appropriate discipline ranging from a warning, to leave without pay,
transfer, demotion or termination. Document the discipline. Make sure the discipline does not
violate any contract or procedure. Seriously consider a neutral evaluation before termination
and give the accused the right to appeal any decision.
• Make sure to warn and monitor the parties to avoid repeated claims or possible retaliation.
• Change any part of your personnel system that needs changing to avoid repeat scenarios.
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CHECKLIST : P ROGRESSIVE D ISCIPLINE
D OCUMENTATION
After a discipline session, you will want to make some documentation based on your notes. Use this
checklist to make sure you include everything you need in your documentation.
Verbal Warning
Be sure that all verbal warnings are documented in writing. They are a building block to more formal
warnings in the future. All documentation should include:
❑ the employee’s name

❑ the date of the verbal warning
❑ the specific offense or rule violation
❑ a specific statement of the expected performance
❑ any explanation given by the employee or other information that is significant
Example of verbal warning documentation
“I talked to [employee] today about him/her attendance record and gave him/her a verbal warning.
Since [DATE], [employee] has been absent from work on [NUMBER] occasions for a total of
[NUMBER] days. [The employee] response was, ‘You can't make people work when they are sick,’ and
he/she argued about the verbal warning. I told him/her that he/she could request a medical leave of
absence if he/she needed it, but that I expected him/her to be here every day unless a doctor says
otherwise.
Written Warning
A written warning is more serious than a verbal warning and represents a progression in the progressive
discipline process.
In documenting a written warning, include:
❑ the employee’s name

❑ the date of the conversation
❑ the specific offense or rule violation
❑ references to previous conversations and verbal warnings about the problem
❑ a specific statement of the expected performance
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❑ any explanation given by the employee or other information that is significant
❑ a statement indicating your confidence in the employee’s ability to perform properly in the
future
❑ the employee’s signature – if the employee refuses, include a note on the signature line indicating
your attempt to get the employee to sign and his/her refusal to do so
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In order to ensure effective action, follow these steps in exercising progressive discipline with an t
employee: E
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Before the Meeting v
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❑ Arrange to meet with the employee privately. Do not discipline an employee in public or in s
front of other workers. i
❑ Prepare for the meeting by reviewing your notes and files about both the specific incident or o
problem in question and any past discipline taken, either verbal or written. n
C
During the Meeting o
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❑ Explain to the employee why you’ve called the meeting if the employee doesn’t know already. p
❑ State the specific problem in terms of actual performance and desired performance. o
❑ Review your progressive discipline policy/program with the employee, and explain what steps r
have been taken already and what the next step is. a
❑ Give the employee a chance to respond, explain and defend his or her actions. t
❑ Acknowledge the employee’s story and be sure to include it in your notes of the discipline i
session. o
❑ Tell the employee that you expect his or her behavior to change. Give specific examples and n
suggestions. .
❑ Indicate your confidence in the employee’s ability and willingness to change the behavior. 2
❑ Have the employee repeat back to you or otherwise confirm that he or she understands the 0
problem and is clear on what changes are expected. 0
❑ Explain to the employee that you will write a memo summarizing the session as documentation. 2
❑ Reassure the employee that you value his or her work and that you want to work with the .
employee to make sure that he or she can continue to work at your business. A
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❑ Using your notes from the session, write a memo or other documentation that summarizes the
conversation.
❑ If a written warning has been issued, be sure to give the employee the opportunity to sign any
documentation for the file.
❑ Give the employee a copy of the document no later than the end of the day following the
conversation.
❑ If the employee has other supervisors, distribute copies to them, but emphasize that the
information is confidential and not to be shared with anyone else.
❑ Monitor the employee’s behavior and performance to make sure that the problem has been
corrected.
1688
EMPLOYEE CORRECTION FORM
The purpose of this form is to help both you and the company communicate about how the conduct
that warranted your warning notice can be corrected so that it won’t be repeated in the future. To that
end, we seek your positive suggestions as well as any support or resources you feel you may need. Please
use the back of this form or extra paper if needed.
Please briefly describe the circumstances which resulted in your receiving a warning notice:
Please describe what you feel needs to be done to make sure the conduct you were warned
about will not be repeated:
Please describe any support or resources you need from your supervisor or this company to
assist you with resolving this problem:
Please provide us with any other positive suggestions that you may have to correct this matter:
Employee Date:
Name:
©
Date of Warning Supervisor: C
Letter: o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO EMPLOYEES OF

UNSATISFACTORY BEHAVIOR
As [Title and Function] of this company, I was disappointed and humiliated by the behavior of some
[Name of firm] employees who attended the meeting on [Day]. The discourtesy shown to [Individual]
was unforgivable. Some employees not only [Describe actions] but also [Describe actions]. To anyone
who is guilty of these actions, I want you to know that such behavior will not be tolerated by this firm.
It distresses me to have to write a message such as this to you, and I certainly hope and trust that it will
never again be necessary.
Confirming our meeting relative to certain unsatisfactory aspects of your performance, we expect that
in the future you shall improve your performance by:
[Describe]
We have every confidence the problem will not be repeated.
Sincerely,
Your name
Your title
Telephone contact
1691
R ECORD O F D ISCIPLINARY A CTION
Employee Name Employee Title

Manager Name Manager Title
Today’s Date Incident Date
Incident Time Incident Location
Description of Incident
Witnesses to Incident:
Was this incident in violation of a company policy? Yes

No
If yes, specify which policy and how the incident violated it.
Names of those in attendance at current disciplinary action meeting:
What action will be taken against the employee?
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Has the impropriety of the employee’s actions been explained to the employee? Yes
No
Did the employee offer any explanation for the conduct? If so, what was it?
Corrective or disciplinary action to be taken:
 Verbal  Written  Probation  Suspension  Other (explain below)
(If on probation, period begins and ends )
Goals to be Achieved:
Consequences for failure to improve performance or correct behavior:
Prior discussions or warnings on this subject, whether oral or written:
1693
Employee statement:
I acknowledge that I have read and understand the above information and consequences.
Employee Signature Date
Supervisor Signature Date
Distribution: One copy to Employee, one copy to Supervisor and original to Personnel File. ©
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REPRIMAND
[Name], one of our customers, called my office today to inform me that he had been treated in an
extremely discourteous manner by you. He was referring to a telephone call which took place on (date)
wherein he claims that you stated that you were too busy to find the answer to his question at that time
and you seemed totally indifferent to his problem.
This is, of course, completely against our policy, which is to make every attempt to please and keep our
customers content. Without customers, we have no company.
I would like you to find the source of the problem in this account, call [Contact name] with the
information he has requested, and offer an apology.
Sincerely,
Your name
Your title ©
Telephone contact C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: WARNING NOTICE

On [Date], at [Time], we met to discuss your unsatisfactory performance. Specifically, we identified the
following as being unsatisfactory:
[Describe]
In order to improve your performance, you should:
[Describe]
I will assist you in any way I can to remedy the problem; however, unless these matters can be corrected,
I shall have no alternative but to undertake further disciplinary or corrective action, which may include
suspension.
Sincerely,
Your name
Your title
Telephone contact
1696
O CTOBER 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: D ISCRIMINATION AND HARASSMENT

As you probably know, in this country our rights to do something are limited when, by doing it, we
infringe on the rights of others. We believe it’s essential to follow those principles and that’s why
[Company] does not tolerate discrimination or harassment of any kind because these actions clearly
infringe on the rights of others.
[Company] is committed to providing a workplace free from discrimination or harassment based on a

person's sex, age, ethnicity, race, religion, or any other legally protected characteristic. Any obvious or
implied discrimination is not allowed. Violators of this policy will be disciplined, and possibly
terminated.
If you witness or are the victim of a single act of discrimination or harassment, please report the incident
to your supervisor. Or, if this is inappropriate, please contact [Name]. Any report you make will be
confidential and without reprisal.
Your cooperation in this matter will be appreciated.
Sincerely,
Your name
Your title
Telephone contact
1697
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CHRISTMAS BONUS LETTER

Please accept the enclosed Christmas Bonus with our very best wishes for a happy holiday season.
We wish to thank you for your role in making [Year] the most successful year in the history of our firm,
and we are all looking forward to a prosperous new year.
To your wife/husband and family, we extend our very best wishes for a Merry Christmas and a Happy
New Year.
Sincerely,
Your name ©
Your title C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CHRISTMAS EMPLOYEE DISCOUNT

OFFER
[Company] has offered our employees a [%] discount on all merchandise purchased during the
Christmas season as their way of wishing you all a Merry Christmas.
In order to receive this discount, you must present your employee identification card at the time of
purchase. They have also requested that you limit the use of this discount privilege to purchases made
in your own behalf.
Your cooperation in this matter will be appreciated.
Sincerely,
Your name ©
Your title C
Telephone contact o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C OMMENDATION AND R EFUSAL OF R EQUEST

FOR R AISE
I do hereby acknowledge the receipt of your letter dated [Date]. You are definitely to be commended
for your progress during the past [NUMBER] months. Here at [COMPANY], we truly appreciate
committed people like you.
However, after evaluation of your performance, I do believe that your recent request for a raise is
premature. To conform to our company policy, I would suggest discussing a salary increase after you
have worked here for [NUMBER] months. If you continue on the same path, I am certain that your
timely request will be given careful consideration.
You are doing a fine job, keep up the good work!
Sincerely,
Your name
Your title ©
Telephone contact C
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1700
C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: COMPANY BONUS LETTER

It is always a pleasure to work with brilliant people like you. The [Presentation/document/etc] you
prepared for the [Description of project] was truly outstanding. There is no doubt that we were awarded
this project due to your fine work. I hope that you will be part of this team for many years to come.
Please accept the enclosed check as our way of saying thank you for a job well done.
We are proud to have you onboard.
Sincerely,
Your name
Your title
Telephone contact
youremail@yourcompany.com ©
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONFUSION REGARDING SICK LEAVE

POLICY
There seems to be some misunderstanding concerning [Company]'s sick leave policy.

Each employee is allowed [Number] sick days per year during the first [NUMBER] years of
employment. For [NUMBER] to [NUMBER] years of employment, each employee is allowed
[Number] days of sick leave. Any employee of [NUMBER] or more years is granted [Number] days of
sick leave. Sick leave may be accumulated up to one full year (365 days).
After an absence of two days, an employee must seek medical advice and present a doctor's excuse upon
return to work. Failure to do so may result in docking of pay for any sick leave after two consecutive
days. For further information, refer to the employee manual, [Page], or contact our Benefits Officer,
[Contact name] at extension [#].
I hope this clears up any misunderstanding, particularly concerning the doctor's excuse.
Sincerely,
Your name
Your title
Telephone contact
1702
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: DISCONTED MEMBERSHIP FOR

EMPLOYEES
As an employee of [Company], you're entitled to a [%] percent discount off the initiation fee at [Club],
and a [%] discount off the monthly or annual fee. A savings today of [Amount] on the initial fee and
[Amount] a month, this is an excellent benefit of working at [Company]. So pass the word to your co-
workers!
A brochure from the fitness club is attached. Note that [Club] offers [Service], [Service], and [Service].
Exercise has been shown to be one of the greatest stress relievers!
If you have any questions, call [Name] at the Club, [Phone number].
Sincerely,
Your name
Your title ©
Telephone contact C
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i
o
1703 n
C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: E MPLOYEE S UGGESTION FOR C OMPANY

M EETING
There is such a high degree of anxiety about [Describe] that I can see the effects in my department daily.
I do not feel that the newsletter put out last week helped assuage the fears of the other employees.I believe
that it might be beneficial to meet the issue head-on by holding a meeting wherein questions can be put
forth and answers can be provided.
There is a schism between employees and management that appears to be growing and presents a
potential problem. If, for example, [Describe], the employees may maintain their current feelings of
alienation to the detriment of the organization.
I know that there are many inherent problems in hashing this subject out in an open forum and these
must be weighed against the present alternative. I do feel, however, that the suggestion is worth some
consideration.
Sincerely,
Your name
Your title
Telephone contact
1704
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: FAMILY AND MEDICAL LEAVE

Dear [Employee’s Name],
Employers have come a long, long way from the days when children and adults alike worked 14-hour
days six days a week. In fact, today's organizations, including [Company] have become very ”family
friendly.“ Our adherence to the Family and Medical Leave Act is an important aspect of our
commitment to employees and their families.
Who is eligible?
Employees who have at least one year of service and have worked a minimum of [Number] hours during
the year before the leave is requested.
What leave is available?
Eligible employees may take up to a total of [Number] weeks of unpaid leave per calendar year.
When may FMLA leaves be taken?
These leaves may be taken for the birth of a child, the placement of a child for adoption or foster care,
caring for seriously ill family members, or your own serious health condition. Leave must be taken for
more than a week to be counted as FMLA leave.
How far in advance must the leave be requested?

When a leave is foreseeable, the request must be made [Number] days in advance. When the need for an
FMLA leave is unexpected, the request must be made as soon as possible.
More details about taking leave under FMLA are covered in the employee handbook. If you have any
questions, please see me.
Sincerely,
Your name
Your title
Telephone contact
1705
1706
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: SEXUAL HARASSMENT COMPLAINT

Dear [Employee’s Name],
This will confirm that we met with you on [Date], to discuss your allegations of possible sexual
harassment by [Alleged harasser]. This letter explains what the Company policies, as well as state and
federal law, require us to do once we receive such a complaint. [Company] does not ignore sexual
harassment in the workplace and is committed to preventing, investigating and, when appropriate,
taking disciplinary and other action in response to incidents of harassment. For these reasons, we
consider your allegations to be serious.
Specifically, you alleged that the following events occurred:
[Describe]
Our harassment policy requires that we consider both parties' understanding of the events about which
you complain. Accordingly, we plan to conduct an investigation regarding the allegations, and we plan
to interview [The harasser] and other individuals who may have knowledge regarding these matters. We
will do our best to conduct this investigation in as sensitive and confidential a manner as the
circumstances allow, and will contact you and [The harasser] once that investigation is complete. If you
have other allegations that are not reflected above, please inform us immediately so that we have
complete information before conducting the investigation.
In the meantime, please be assured that you will not be retaliated against because you complained about
sexual harassment, and that we will take appropriate action if we determine that harassment has
occurred. In addition, it is in all parties’ best interests that disclosure of the allegations be limited only to
those individuals who have a need to know them. Enclosed with this letter is a copy of [Company]'s
sexual harassment policy for your information.
If you have any questions, or can provide further facts regarding this matter, feel free to contact me.
Sincerely,
1707
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
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s
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C
o
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2
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2
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A
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1708
h
t
s
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF PROMOTION

It is our great pleasure to inform you that you have been promoted to the challenging and demanding
position of [Position].
This promotion is in recognition of the fine work you have done for this firm. We are very confident
that you will meet the new responsibilities which accompany the position of [position] with the same
level of
enthusiasm and enterprise which you have exhibited since you came to work with our firm.
Please accept our congratulations on your new promotion.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
1709 o
n
C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO EMPLOYEE UNQUALIFIED

FOR CHRISTMAS BONUS
Each of our employees who has been with our firm for a period of six months or more receives a
Christmas bonus. Since you became a member of our sales department on [Date], you will not be
receiving a bonus this year.
I wanted to be sure that you understood this company policy prior to our disbursement of the holiday
paychecks to avoid any misunderstanding or disappointment on your part.
We are very pleased with your work and while we would like to bend the rules, this would be unfair to
all of our other personnel.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
o
1710
n
C
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF BONUS CANCELLATION

This has been a difficult year for [Company]. I am sure that you all know that the loss of contracts with
[Company], due to [Describe], hurt us substantially.
In [Month], we had a major decision to make. The question we were faced with was whether to let some
of our employees go, or to explore all other possible avenues of cost reduction, keeping everyone's job
intact. We chose the latter course. Unfortunately, one of the policies we were forced to eliminate for this
year, was our annual Christmas bonus to each of our employees.
This will be the first year since [Year] that we will be unable to thank you in this special manner for your
hard work, loyalty and faithfulness. We are all hoping that [Year] will be a prosperous year and that we
will be able to reinstate our traditional Christmas bonus policy.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
1711 i
o
n
C
o
r
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE TO EMPLOYEES OF NEW

VACATION POLICY
This is to provide notice to all [Name of firm] employees of our new company policy in regards to
vacations.
Notice of your intention to take a vacation must be given to the company no less than [Number] days
prior to your vacation. This will enable us to employ temporary help, if necessary, and to schedule
vacations in a manner that will not be disruptive to the company.
Sincerely,
©
Your name C
Your title o
Telephone contact p
r
i
g
h
t
E
n
v
i
s
i
o
n
C
1712
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: OFFER OF ASSISTANCE TO FAMILY

DURING ILLNESS
Everyone here at [Name of firm] was saddened to learn of [Name of employee] sudden illness.
We know that this came on without any warning and while the proceeds from the group policy
insurance coverage will defray a substantial amount of the medical costs, you may have need for some
additional financial assistance to see you through this difficult time.
Please do not hesitate to call on us if you need our assistance in this area. We consider [Name of
employee] to be one of our most valuable employees and a fine individual as well and would be most
appreciative if you will let him know that we are all thinking of him.
Sincerely,
©
Your name C
Your title o
Telephone contact p
r
i
g
h
t
E
n
v
i
s
1713 i
o
n
C
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PLEASE WELCOME OUR NEW EMPLOYEE

I am happy to introduce our new [Position], [New employee], to you. [First name] will be in charge of
[Describe].
[First name] is a graduate of the University of [University] and holds a degree in [Describe field of study].
For the last five years he has worked as a [Describe] for [Company name]. We are proud to have him on
our staff and are sure he will be able to give you the kind of service you have come to expect from
[Company name].
Please call us if there is anything that we can do for you. [First name] will be contacting you within the
next two weeks to personally introduce himself, discuss his monthly schedule and answer any questions
you might have. Ask him/her about [Introduce new employee hobby or activity]!
Sincerely,
Your name
Your title ©
Telephone contact C
p
[date] y
Contact Name r
Address i
Address2 g
Zip/Postal Code t
E
OBJECT: PROMOTION ANNOUCEMENT n
v
i
1714 s
i
o
n
We are pleased to announce the promotion of [NAME] to the position of [POSITION] in the
[DEPARTMENT]. [NAME] joined our company [NUMBER] years ago as a [TITLE]. He/She has
also held the positions of [LIST].
In this new position [NAME] will be in charge of [DESCRIBE]. He/She will be responsible
[RESPONSABILITIES].
Please join us in congratulating [NAME] on his/her promotion and in wishing him/her continued
success at our company.
Sincerely,
Your name
Your title
Telephone contact
1715
©
C
o
October 18, 2022 y
Contact Name r
Address i
Address2 g
Zip/Postal Code t
E
n
OBJECT: R EFUSAL OF E MPLOYEE R EQUEST FOR E ARLY v
i
R AISE s
i
Dear [Contact name], o
Although the company appreciates all that you have pointed out in your letter, we do not believe a raise n
is in order at this time. It is the custom of [Company name] to review all employee benefits and C
compensation in [Month], at the end of the fiscal year. o
Certainly, at that time you will be considered for a salary increase, providing the production figures for r
your division are significantly increased. p
o
Sincerely, r
Your name a
Your title t©
Telephone contact iC
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tn
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or
1716
re
sp
oe
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EMINDER TO E MPLOYEE TO R ENEW D RIVERS

L ICENSE
Our records indicate that your driver's license will need to be renewed on or before [Date].
As you know, it is essential that all of our employees who drive company vehicles must keep their licenses
current. We wanted to advise you of this to provide you ample time to renew your license.
Sincerely,
Your name
Your title ©
Telephone contact C
p
y
r
i
g
h
t
E
n
v
i
s
i
o
n
C
o
1717 r
p
o
r
a
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR LEAVE OF ABSENCE

As you may have heard, I am getting married on the [Date]. It is with this in mind that I am requesting
a [Number] days leave of absence.
My fiancé is able to combine a business trip to [DESTINATION] with our honeymoon, and I would
hate to miss this rare opportunity.
I will be back at my desk, with my full attention to the [Department], as always, on the [Date].
If you need any additional information, please contact me at the following number and extension.
Thanks for your collaboration.
Sincerely,
Your name
Your title
Telephone contact
C
o
p
y
r
i
g
h
t
E
n
v
1718 i
s
i
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EQUEST TO L OCATE F ORMER E MPLOYEE

For some time I have been unsuccessfully attempting to locate an individual who was previously in your
employ.
His name is [Name of individual] and I have been informed that he worked for you during [time
period].
If you know his current whereabouts, I would appreciate your either informing me of same or
forwarding this letter to him.
Thank you very much for your help in this matter.

Sincerely,
Your name
Your title
o
p
y
r
i
g
h
t
E
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v
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i
1719 o
n
C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R ETIREMENT P ARTY I NVITATION

You are cordially invited to attend a party given in honor of [Individual], on his retirement from [Name
of firm].
The party will be held at [Location], on [Date], at [Time]. The company will be presenting [Name of
individual] with a gift at that time.
Be prepared to eat, drink, dance and share in this tribute to a fine individual.
Sincerely,
Your name
Your title
Telephone contact
©
C
o
p
y
r
i
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h
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i
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C
o
1720 r
p
o
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R ETIREMENT P ARTY I NVITATION (I NTERNAL )

On [Date] at [Time], in [Specify], the company is organizing a retirement party. As you know, [Name]
has been with the company for [Number] years now, and has been held in high regard by his fellow
workers.
I am requesting that each employee donate [Amount] so that we might present to [Name] a gift
memorializing his time spent with our company. We are at this time undecided on the type of gift, and
your suggestions are therefore encouraged.
Look forward to seeing you on [Day].
Sincerely,
Your name
Your title ©
Telephone contact C
p
y
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i
g
h
t
E
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v
i
s
i
1721 o
n
C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: T HANK Y OU FOR S UBMISSION AND R EQUEST

FOR R EVISION
The speech that you submitted to me for presentation at [Describe] is excellent with one minor
exception.
Inasmuch as [Name] is somewhat sensitive about [Describe], I feel that it would be inappropriate to
make any reference to this fact. I would appreciate it if you would delete those sections in Paragraphs
[Number] and [Number] which specifically comment about [Describe], and find a suitable
substitution.
Once again, the speech is very well written. Thank you.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
o
n
C
1722
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: T HANK Y OU FOR S UPPORT D URING I LLNESS

Heart attacks are something that happen to the next fellow, and it was therefore rather surprising to
wake up in [Hospital] and be informed that I had just had one.
I have learned of the generous support you lent to my family during my illness, and would like to
sincerely thank you for the kindness and assistance you provided during my immobility. Individuals like
you are few and far between.
I am looking forward to returning to work as soon as I get my clean bill of health. Thank you again.
Sincerely,
Your name
Your title
Telephone contact
1723
C ERTIFICATE OF E MPLOYEE
OF THE M ONTH
This Certificate is awarded to [Name of Employee] for his/her election as the Employee of the Month
for the month [applicable month], [DATE] for [Name of Company].
[Name of Company] sincerely appreciates and acknowledges the efforts of [Name of Employee] above
and beyond the call of duty.
Date: ©
C
o
President p
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a
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.
2
0
0
2
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1724
A
l
l
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: COMPLIMENTARY LETTER ON YOUR HANDLING

OF DIFFICULTY
Several of your associates in the [department] have informed me of the incident that occurred [Date].
They have all agreed that [Specify]. They also all agreed that you remained a gentleman throughout the
entire time, attempting to solve the problem.
I compliment you on your self-control, and in handling the situation in such an exemplary manner. I
have placed a call to [Company] and fully anticipate your receiving an apology from them.
Sincerely,
Your name
Your title ©
Telephone contact C
p
y
r
i
g
h
t
E
n
v
i
s
i
o
n
1725 C
o
r
p
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: C OMPLIMENTARY L ETTER TO E MPLOYEE ON

H ANDLING OF E MERGENCY
You are to be highly commended for the way that you handled the emergency that occurred yesterday.
The paramedics have informed us that if you hadn't acted as quickly as you did, our customer's attack
might have been fatal. Thanks to your fast reaction, she is already out of intensive care and on the road
to recovery.
We are very proud of your association with our organization.
Sincerely,
Your name
Your title
o
p
y
r
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h
t
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v
i
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i
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C
o
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1726
o
r
a
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONGRATULATIONS ON A JOB WELL DONE

It is always a pleasure to write a letter to an employee that has shown great achievement in his work. I
want to personally congratulate you on [Specify]. I’ve always been persuaded that you were extremely
qualified for [POSITION]. Quite a few [EMPLOYEES OF DEPARTMENT] told me that they have
received numerous compliments from our clients.
Congratulations on a job well done. We are very proud of your association with our organization and
hope that you will continue your good work in the future.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
o
1727 n
C
o
r
p
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONGRATULATIONS ON INCREASED SALES

The numbers are in and I am proud to inform you that our total sales for the period of [Date] through
[Date] amount to [AMOUNT], which represents a [%] increase over our sales for the preceding period.
You have achieved the goal we established, and you are to be highly commended for your achievement.
We are very proud of your association with our organization and hope that you will continue your good
work.
Congratulations!
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
i
o
n
1728 C
o
r
p
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONGRATULATIONS ON OUTSTANDING

ACHIEVEMENT
You have proven the skeptics wrong and accomplished what most said was impossible.
There is no doubt that your recent achievements will be spoken of for some time to come and that the
admiration for your accomplishments is felt by all of us within the company as well as the industry.
Please accept my heartiest congratulations for your success.
Sincerely,
Your name ©
Your title C
Telephone contact o
y
r
i
g
h
t
E
n
v
i
s
1729 i
o
n
C
o
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONGRATULATIONS ON YOUR PROMOTION
I just heard about your recent promotion to the position of [Position]. Congratulations! I am sure our
firm has made a very wise choice and that you will excel in your new role as [Position].
I know how hard you have worked to earn the recognition you presently enjoy at [Name of firm] and
that’s why it was a great pleasure for me to see your efforts finally rewarded.
Please accept my best wishes for your success in your new position.
Sincerely,
Your name
Your title
Telephone contact
C
o
p
y
r
i
g
h
t
E
n
v
i
1730 s
i
o
n
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CONGRATULATIONS ON YOUR 5- YEAR

ANNIVERSARY
It seems like yesterday but [Date] will mark your fifth anniversary as a valued member of the [name of
firm]. We would like to take this opportunity to thank you for these past five years of fine workmanship
and company loyalty.
We know that the growth and success of our company is largely dependent on having strong and capable
staff members, such as yourself, and recognize the contribution you make in helping us maintain the
strong position we enjoy in the industry.
We are hoping that you will remain with us for many years to come and would like to offer our
congratulations on this anniversary.
Sincerely,
Your name
Your title
Telephone contact
1731
EMPLOYEE JOB & MOTIVATION IMPROVEMENT
MEETING
Open the discussion by saying something like:
Thanks for coming to talk with me. What I’d like to talk about is employee morale. I want to make this
job as fulfilling and satisfying for you as I can. Before I can do that, though, I need to know how you feel
your job could be made more fulfilling or what other steps we can take to make you feel satisfied in your
job.
At this point, if the employee has definite comments or feedback, let the employee talk. Maintain eye
contact, take good notes and occasionally nod or smile to let the employee know that you’re listening.
If the employee doesn’t seem to have anything to say right off the bat, or seems hesitant to comment,
you might say something like:
I want you to know that I’m really interested in what you have to say, and I don't want you to feel
uncomfortable giving criticism, if that’s what’s necessary. This isn’t a trap, and I’m not going to get angry
or retaliate for any criticism you might make. This is really a team process and we’re on the same side. If
it’s OK with you, I’d like to go through some specific questions, and get your thoughts.
If you’d rather not do this now, let me know. We can reschedule a time to meet or you can jot some thoughts
down on paper if you’d rather.
If the employee seems really uncomfortable or uninterested, you might conclude the session now. If the
employee seems to want to continue participating, you could then go through a list of questions or
topics and ask the employee to comment about them.
Here’s a sample of some topics that might get your discussion going:
❑ The good and bad habits of supervisors and coworkers

❑ The employee’s future at the company and how he or she feels about it
❑ The employee’s workload and the distribution of work in general
❑ The employee’s working conditions and how he or she feels they could be improved
❑ The employee’s feelings about the importance of the work he or she does
❑ How employees get along with each other
❑ The condition of the equipment with which the employee must work
❑ The pay and benefits the employee receives and how they compare with other companies
❑ The consistency and fairness of the way employees are treated and disciplined
1732
❑ Whether the employee feels that supervisors and coworkers tell the employee what the employee
needs to know
❑ The potential for growth/advancement
❑ The employee’s experiences with and feelings about coaching and feedback
❑ The usefulness and appropriateness of instructions and training received
❑ The effectiveness of communication among coworkers and between workers and supervisors
❑ The attitude of the managers/owners toward the employees
You might ask the employee to respond to each of these topics. Be sure to take good notes.
After the discussion, sum up by saying:
Thanks very much for taking the time to let me know how you feel. I appreciate your honesty, and I hope
you’ll feel free to come and talk to me if you have questions, suggestions, or additional comments.
Let the employee know what to expect:
After I conduct some more meetings with other employees, I’m going to look at this information and try to
figure out ways that we can change things to make your job even more fulfilling and rewarding. I hope to ©
have some information back to you within two weeks that will tell you where we’ll go from here. C
o
Thanks again. p
y
r
i
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C
o
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1733 o
r
a
t
i
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: L ETTER OF A PPRECIATION

Your enthusiasm and your ability to motivate your employees has resulted in a significant increase in
productivity and profitability.
If we had an award to give, you would be the prime candidate. Please accept my sincerest appreciation
for the fine job you are doing in our [Department].
Sincerely,
Your name
Your title ©
Telephone contact C
p
y
r
i
g
h
t
E
n
v
i
s
i
o
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C
o
1734 r
p
o
r
October 18, 2022
Contact Name
Address
Address 2
Zip/Postal Code
OBJECT: L ETTER OF E NCOURAGEMENT TO S ALES S TAFF

There are two sides to the story, two sides of a coin, and two ways to face the day. There are always the
prophets of doom and the cynics who will be happy to lead their followers through long periods of
drought and famine.
When an unfortunate individual starts blaming his own failures on others, and on conditions over which
he has no control, he can usually forget about achieving his goals. There are good times and bad times,
but at all times there are sales that are made and sales that are lost.
You have all proven that you are not only capable, but excel as salesmen. I am proud of the
accomplishments of our sales force and know that nothing can hold back the motivated individual who
has an excellent product to sell.
In the months to come, I feel confident that you will persevere in a manner that will result in an increase
in
sales and commissions to each and every one of you that will far exceed our projections. The outlook for
the coming year is brighter than it has been for some time. With a positive, assertive attitude, nothing
can stop us!
Sincerely,
Your name
Your title
Telephone contact
1735
Motivation Survey
1. How knowledgeable are you about computers?
❑ Very ❑ Somewhat
❑ Slightly ❑ Not at all
2. Which of the following are important to you when evaluating a computer equipment purchase?
❑ After-sales support ❑ Attractive product

❑ Best price for features ❑ Brand name
❑ Easy to use ❑ Hardware compatibility
❑ Lowest price available ❑ Most features/functions
❑ Newest technology available ❑ Product quality
❑ Reputation of vendor ❑ Compact size
❑ Warranty ❑ Other: ______________ (please specify)
3. Which of the following sources of information do you use to make decisions about computer or
software purchases? (Please check all that apply.)
❑ Business publications ❑ Catalogs

❑ Colleagues ❑ Consultants
❑ In-store displays ❑ Manufacturer's reps
❑ PC Publications ❑ Personal experience/knowledge
❑ Radio ❑ Television
❑ Trade shows ❑ Newspaper
❑ Other: ______________ (please specify)
4. Which of the following publications do you rely on for information regarding your business or your
plans to start a business? (Please check all that apply.)
❑ Business Nation ❑ Entrepreneur

❑ Business Week ❑ eWeek
❑ Byte ❑ Forbes
❑ Computer Shopper ❑ Fortune
❑ Computerworld
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❑ Home Office Computing ❑ PC Magazine
❑ Inc. ❑ PC Novice
❑ Independent Business ❑ PC World
❑ MacCentral ❑ None of these
❑ Macworld Online
5. As a small-business owner, please check those of the following topics that you consider useful.
❑ Tax information ❑ New ideas for business

❑ Financial (raising money, etc.) ❑ Computer technology
❑ Marketing strategies ❑ Company profiles
❑ Latest office equipment ❑ Management tips
❑ Franchise information ❑ Latest small-business trends and statistics
❑ All of the above ❑ None of these
6. Are you:
❑ Male ❑ Female
7. What is your total annual household income? (Include income from all family members and all
sources—salary, bonuses, investment income, rents, royalties, etc.)
❑ Less than $30,000

❑ $40,000 - $49,999
❑ $60,000 - $74,999
❑ $100,000 - $149,999
❑ $250,000 - $499,999
❑ $1 million or more
❑ $30,000 - $39,999
❑ $50,000 - $59,999
❑ $75,000 - $99,999
❑ $150,000 - $249,999
❑ $500,000 - $999,999
1737
P ERSONAL F LEXIBILITY S KILLS T EST
Are You Ready for Change?
These sample questions come from one of several tools that we use in our assessment and development programs.
The focus of this particular tool is on development. Each of the questions represent different types of actions you
must take in your career and/or job, and relates to the business situation you might use. Within each section (A,
B, C, and D), read the questions and choose the one response which most closely describes your behavior. To
receive results, you must respond to every section (a total of four sections). Your feedback results will be more
accurate and helpful if you are as truthful as possible. If you rate yourself at or beyond the midpoint, "a 3, 4 or 5",
on any section, you should be able to describe and document an example of how and when you performed the
activity.
Maximum score of 20: (4 sections) X (5 points per section)
SECTION A: Willingness and Ability to Change your Position on Issues

Points
I am usually willing to change my mind when the majority of the group disagrees with
1
me.
I modify my stance on issues when doing so would benefit others with whom I am
2
associated.
I stay informed of various positions and scenarios and make changes as they are
3
needed.
4 I quickly modify my stance when there is new and valid information.
I maintain or alter my position by considering how information and resources apply to
5
situations.
SECTION B: Willingness and Ability to Initiate Action

Points
1 In most situations I seek additional information before choosing a course of action.
I insist on finishing all currently scheduled tasks before initiating action on additional
2
work.
3 In unfamiliar situations, I readily seek assistance before taking action.
In most situations, I initiate action with just the immediately available information and
4
resources.
5 I willingly consider and examine different methods to accomplish objectives.
SECTION C: Willingness and Ability to Make Decisions
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Points
In unfamiliar situations I reach conclusions only after thoroughly studying the available
1
information and resources.
2 I reanalyze all available information when presented with new, valid perspectives.
In new situations, I act only after considering possible outcomes and preparing to deal
3
with contingencies.
4 I readily seek alternatives to ensure that I can make valid decisions.
I maintain or alter decisions by considering how information and resources apply to
5
situations.
SECTION D: Willingness and Ability to Work with Others

Points
In difficult situations I almost always find that it is best to take the path of least
1
resistance.
I consider others' views once they can provide me with all possible information and
2
resources.
3 I seek others' input to support my decisions or suggested changes.
4 I actively seek opportunities to neutralize or turnaround difficult challenges.
5 I frequently offer effective ideas to others despite possible resistance or risks.
TOTAL POINTS:
Based on your responses, your current readiness for change appears to be:
17-20: Congratulations! You are ready now to deal with all expected and most unexpected changes. This score
places you at the Expert Level meaning that you are extremely effective at managing change and leading
individual, team, and organization change processes. At this level you are quite capable of helping individuals and
teams effectively respond to change. Although you have few development needs, you will benefit from efforts to
find additional opportunities to extend your Personal Flexibility strengths. We hope that you will continue your
self-guiding and learning process.
12-16: Solid Performance. You are ready now to deal with routine, expected changes. This score places you at the
Experienced Level meaning that you are good at managing change and working effectively with individuals and
teams to incorporate new processes within your area of responsibility or expertise. At this level you work
confidently with others to adjust to new situations and to improve individual and team performance. You have
some development needs but, with a persistent and focused developmental effort, you will see marked
improvement and you will be ready to advance to the next level when the opportunity arises.
4-11: Significant Development Needs. You are ready now to learn more about dealing with expected and
unexpected changes. This score places you at the Entry Level meaning that you have a ways to go before you are
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considered effective at managing change and working effectively with individuals, teams, and organizations in
new programs and situations. At this level you work hard and focus on ensuring current work procedures are
followed. However, you are more reactive than proactive in dealing with your work environment and market
changes. Although you have many development needs, you will benefit from pinpointing one or two areas for
development which will help you focus and achieve better results faster.
Note: If you scored yourself particularly high or low in any one of the four sections, you may want to validate
this finding by asking your coworkers or staff to evaluate and document your performance using this same
assessment tool. For example, if you scored yourself low in "Working with Others", ask your staff or team whether
or not they perceive you as slow or unwilling to seek and consider their input when experiencing change. If they
do not validate your self-evaluation, ask them to explain their evaluation or to give you more information.
Being ready for change is a CRITICAL SUCCESS FACTOR and is recognized as important for success in today's
challenging and re-engineered work environment.
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PERSONAL S TRENGTHS AND W EAKNESSES W ORKSHEET
The chart below will help you identify your strengths and weaknesses and will give you a better idea if you’re ready
to become a small business owner. Examine each of the skills areas listed in the chart. Ask yourself whether you
possess some or all of the skills listed in the parentheses. Then rate your skills in each area by circling the
appropriate number, using a scale of 1-5, with 1 as low, 2 as between low and medium, 3 as medium, 4 as between
medium and high, and 5 as high.
Rating
Skills
low medium high
Sales
Pricing 1 2 3 4 5
Buying 1 2 3 4 5
Sales planning 1 2 3 4 5
Negotiating 1 2 3 4 5
Direct selling to buyers 1 2 3 4 5
Customer service follow-up 1 2 3 4 5
Managing other sales reps 1 2 3 4 5
Tracking competitors 1 2 3 4 5
Marketing
Advertising/promotion/public relations 1 2 3 4 5
Annual marketing plans 1 2 3 4 5
Media planning and buying 1 2 3 4 5
Advertising copy writing 1 2 3 4 5
Marketing strategies 1 2 3 4 5
Distribution channel planning 1 2 3 4 5
Pricing 1 2 3 4 5
Packaging 1 2 3 4 5
Financial planning
Cash flow planning 1 2 3 4 5
Monthly financial 1 2 3 4 5
Bank relationships 1 2 3 4 5
Management of credit lines 1 2 3 4 5
Accounting
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Bookkeeping 1 2 3 4 5
Billing, payables, receivables 1 2 3 4 5
Monthly profit and loss statements/balance 1 2 3 4 5
sheets
Quarterly/annual tax preparation 1 2 3 4 5
Administrative
Scheduling 1 2 3 4 5
Payroll handling 1 2 3 4 5
Benefits administration 1 2 3 4 5
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Personnel management
Hiring employees 1 2 3 4 5
Firing employees 1 2 3 4 5
Motivating employees 1 2 3 4 5
General management skills 1 2 3 4 5
Personal business skills
Oral presentation skills 1 2 3 4 5
Written communication skills 1 2 3 4 5
Computer skills 1 2 3 4 5
Word processing skills 1 2 3 4 5
Fax, e-mail experience 1 2 3 4 5
Organizational skills 1 2 3 4 5
Intangibles
Ability to work long and hard 1 2 3 4 5
Ability to manage risk and stress 1 2 3 4 5
Family support 1 2 3 4 5
Ability to deal with failure 1 2 3 4 5
Ability to work alone 1 2 3 4 5
Ability to work with and manage others 1 2 3 4 5
Total
After you’ve rated yourself in each area, total up the numbers. Then apply the following rating scale:
❑ If your total is less than 20 points, you should reconsider whether owning a business is the right step for
you.
❑ If your total is between 20 and 25, you’re on the verge of being ready, but you may be wise to spend some
time strengthening some of your weaker areas.
❑ If your total is above 25, you’re ready to start a new business now.
1743
CHECKLIST H ARASSMENT I NVESTIGATION
Getting the employee to describe the claim:
❑ Listen to the charge. Don't make comments like, “You're overreacting.”
❑ Acknowledge that bringing a harassment complaint is a difficult thing to do.
❑ Maintain a professional attitude.
❑ Gather the facts; don't be judgmental.
❑ Ask who, what, when, where, why, and how. Find out if the employee is afraid of retaliation. How does
the employee want the problem resolved?
Conducting an investigation of the claim—general rules to follow:
❑ Investigate immediately. Delaying or extending an investigation can make witness testimony increasingly
unreliable.
❑ Remember that the manner in which the investigation is handled can itself furnish grounds for a hostile
environment claim, so carefully document every step.
❑ Treat all claims seriously—even those that seem frivolous—until you have reason to do otherwise.
❑ Keep the investigation confidential. Emphasize to those involved that your discussions are not to be
shared with unconcerned parties. Warn of possible disciplinary action, if necessary.
❑ Limit the number of persons who have access to the information. Communicate strictly on a “need to
know” basis.
❑ Ask questions so that information is not unnecessarily disclosed. For example, instead of asking, “Did you
see Paul touch Joan?” ask “Have you seen anyone touch Joan at work in a way that made her
uncomfortable?” Remember—the purpose of the investigation is to gather facts, not disseminate
allegations.
❑ If there is more than one allegation, treat each separately.
❑ To avoid defamation liability, never broadcast the facts of a given situation or the results as an example to
others or as a training tool.
Interviewing the complainant (Can be done when employee first reports charge):
❑ Get specific details. Find out what the complainant wants.

❑ Find out whether there was a pattern of previous episodes or similar behavior toward another employee.
❑ Get the specific context in which the conduct occurred. Where? What time?
❑ Determine the effect of the conduct on the complainant. Was it economic, non-economic and/or
psychological?
❑ Determine the time relationship between the occurrence of the conduct, its effect on the complainant,
and the time when the complainant made the report.
❑ Prepare a detailed chronology.
❑ Analyze whether there might have been certain events that triggered the complaint, i.e., promotion, pay
or transfer denial.
1744
©
❑ Determine whether there were any possible motives on the part of the complainant.
❑ Explain to the complainant that the charges are serious, that you will conduct a thorough investigation
before reaching any conclusion, and that he or she will not be retaliated against for making the complaint.
❑ Don't make any statements about the accused employee’s character, job performance, family life.
Interviewing the accused:

❑ Obtain a statement from the accused.
❑ Identify the relationship of the accused to the complainant.
❑ Was there any prior consensual relationship between the parties? How long have they known each other?
Is there a history of group or individual socializing?
❑ If the individual was a supervisor, indicate the individual's job title, obtain a copy of the individual's job
description, and determine the individual's specific duties at the time of the alleged harassment.
❑ Determine whether the accused directed, or had responsibility for the work of other employees or the
complainant, had authority to recommend employment decisions affecting others or was responsible for
the maintenance or administration of the records of others.
❑ You can expect the accused to deny the charges. Observe the reaction. Note whether there is surprise,
anger, or disbelief. Describe the details of the allegation and note the areas of disagreement between the
testimony of both parties. If the accused denies the allegations, probe further to determine with the
accused the background, reasons, and motivation that could possibly trigger the complaint.
Interviewing witnesses:
❑ Obtain statements from any witnesses who support or deny any of the complainant's allegations. Be aware
that witnesses are often reluctant to come forward out of fear of reprisal.
❑ Assure all witnesses that their cooperation is important, that their testimony is confidential and that they
will not be retaliated against for testifying.
Resolving the complaint:
❑ Apologize for the incident occurring, if that is appropriate.

❑ When attempting to remedy the conduct, avoid requiring the claimant to work less desirable hours or in
a less desirable location. If you offer to transfer the complainant, try to get the complainant's consent and
make sure the transfer position is substantially similar to the complainant's prior position. This helps
ensure that the complainant is not being illegally punished for reporting discrimination or harassment.
❑ Consider the severity, frequency and pervasiveness of the conduct when imposing discipline on the
harasser. There are several disciplinary options available, including:
— oral and written warning
— reprimand
— suspension
— probation
— transfer
1745
— demotion
— discharge
❑ When imposing discipline on the accused, any forms of discipline short of discharge should be
accompanied by a warning that similar misconduct in the future may result in immediate discharge. If no
discipline is imposed, document the reasons why.
❑ Provide remedial counseling and training on sexual harassment, if appropriate. Also take the opportunity
to re-communicate your policy.
❑ Carefully and fully document the investigation, the discipline imposed, and any remedial steps taken. ©
❑ Conduct follow-up interviews with the parties to inform them of the company’s actions. C
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CHECKLIST: D OCUMENTS TO KEEP IN E MPLOYEES ’
P ERSONNEL FILE
Some or all of the following documents should be maintained in an employee’s personnel file. It is generally
recommend that personnel file, payroll and other records be maintained for 3 years after employment. Other
health and safety records should be maintained for 5 years.
❑ Resume
❑ Letters of Reference
❑ Employment Application
❑ Interview Record
❑ Pay Record
❑ Employment Agreements
❑ Employee Handbook Acknowledgment
❑ Harassment and Discrimination Policy Acknowledgment
❑ Employee Compliance Surveys
❑ Drug Testing Policy Acknowledgment and Results
❑ Police Check Policy Acknowledgment and Results
❑ Driver's Record Policy Acknowledgment and Results
❑ Confidentiality, Trade Secret and Non-Disclosure Agreements
❑ Performance Appraisals and Performance Agreements
❑ Transfer Notices, Layoffs and Recall Notices.
❑ Discipline Notices
❑ Absenteeism and Lateness Notices
❑ Termination Documents
❑ Exit Interviews
❑ Unemployment and Worker's Compensation Documents
❑ Severance Agreements and Releases
❑ Medical Records (limited access!)
❑ Injury Reports (limited access!)
❑ Union Membership Records
1747
COMMISSION LIST
It is understood between Company and the Employee or Independent Contractor that only those customers and
types of business set forth in this list shall result in the payment of a commission.
DAT CUSTOMER TYPE OF BUSINESS APPROVAL
E
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated below.
COMPANY EMPLOYEE
Signature Signature
1748
EMPLOYEE SUGGESTION FORM
IDENTIFICATION
% Employee Name: % Date:

Position/Title: Dept:
CONCERN
Please state the nature of your suggestion, including how it improves your job, the job of others, value
to the customers, and the concern being addressed (lost time, misuse of materials, loss of revenue,
return of goods, inefficiency, morale, etc.).
RESOURCES NEEDED
Please explain how the company can help to support your suggestion. Please include estimates of
labor, materials, capital, equipment, or other resources needed.
Labor Needed:
Materials Needed:
Equipment Needed:
Capital (Money) Needed:
Other Resource Needed (Please specify):
Total Estimated Cost to Address Concern:
DESIRED BENEFIT
Please explain the anticipated total benefit to the company:
Total Estimated Financial Benefit to Company:
PLANNING
Please outline the steps needed and the individuals/departments that must be involved to accomplish
the suggestion set forth above.
1749
1.
2.
3.
Total Estimated Time to Completion:
Employee Signature: Date:
1750
FOR MANAGEMENT USE ONLY
Supervisor Name: Title:

Date Received: Follow-up Date
Suggestion Merit (Please explain pros and cons in detail):
Benefit to Company:
Cost to Company (include Capital, Equipment, Manpower, etc.):
Is this suggestion cost efficient and related to the company mission (Please explain in detail)
Suggestion Priority (1= Low, 5 = High) 1 2 3 4 5
Action to be taken:
Suggested employee reward
1751
Supervisor name Date
Supervisor signature
1752
MEDIATION AND ARBITRATION AGREEMENT
Our company greatly values its relationships with its employees. We realize that no matter how hard we may try,
an occasional breakdown in the relationship may occur. The purpose of this Mediation and Arbitration
Agreement is to help avoid the time, expense and emotions associated with dragging our problems through the
litigation system.
1. Agreement to Mediate
You and the Company agree to first attempt a mediation of any dispute covered by this Agreement. Mediation is
a non-binding process allowing the parties to resolve claims without extensive cost, time and emotion. This
mediation shall be conducted pursuant to the Rules and Procedures of the American Arbitration Association for
the resolution of employment disputes, or as otherwise stipulated by the parties.
The parties agree to make a good faith effort at mediating any dispute prior to filing a claim for arbitration.
2. Agreement to Arbitrate; Designated Claims
The parties agree that all references to the "Company" in this Agreement shall include and all of its subsidiary and
affiliated entities, including all former, current and future officers, directors and employees of all such entities, in
their capacity as such or otherwise; all benefit plans and their sponsors, fiduciaries, administrators, affiliates and
agents, in their capacity as such and otherwise; and all successors and assigns of any of them. Except as otherwise
provided in this Agreement, the Company and the Employee hereby consent to the resolution by binding
arbitration of all claims or controversies for which a federal or state court or other dispute resolution body
otherwise would be authorized to grant relief, whether or not arising out of, relating to or associated with the
Employee's employment with the Company, that the Employee may have against the Company or that the
Company may have against the Employee.
Claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due;
claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination or
harassment on bases which include but are not limited to race, sex, sexual orientation, religion, national origin,
age, marital status, disability or medical condition; claims for benefits, except as excluded in paragraph 6; and
claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or
public policy including but not limited to [LAWS/CODE/ACT] and their [STATE/PROVINCE] equivalents.
The purpose and effect of this Agreement is to substitute arbitration as the forum for resolution of the Claims;
all responsibilities of the parties under the statutes applicable to the Claims shall be enforced. We both understand
and agree that we are entering into this Agreement voluntarily, and that this Agreement provides for the waiver
of our respective rights to a trial by jury on the claims covered by this Agreement.
1753
©
3. Neutral Mediator or Arbitrator
Any mediation of arbitration of disputes shall be conducted by a neutral mediator/arbitrator.
4. Governing Law
All arbitrations covered by this Agreement shall be adjudicated in accordance with the state or federal law that ©
would be applied by a [COUNTRY] sitting at [the place of the hearing]. C
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5. Location of Arbitration p
y
The parties agree that any dispute shall be held in the [Place] pursuant to its [Rules for Arbitration Employment r
Disputes.] i
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6. Rights h
t
Please understand that by signing this agreement, and except for those matters excluded, the Employee and E
Company waives any right that it, he or she may possess to have employment related disputes litigated in a court n
or by jury trial. v
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7. Claims Not Covered by This Agreement s
i
This Agreement does not apply to or cover claims for workers' compensation or unemployment compensation o
benefits; claims resulting from the default of any obligation of the Company or the Employee under a loan n
agreement; claims for injunctive and/or other equitable relief for intellectual property violations, unfair C
competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information; or claims o
based upon an employee pension or benefit plan that either (1) contains an arbitration or other non-judicial r
resolution procedure, in which case the provisions of such plan shall apply, or (2) is underwritten by a commercial p
insurer which decides claims. If either the Company or the Employee has more than one claim against the other, o
one or more of which is not covered by this Agreement, such claims shall be determined separately in the r
appropriate forum for resolution of those claims. Nothing in this Agreement shall preclude the parties from a
agreeing to resolve claims other than Claims covered by this Agreement pursuant to the provisions of this t
Agreement. i
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8. Statute of Limitations .
2
Any claim governed by this Agreement shall be filed no later than one year from the date of discovery, or one year 0
from the last date employment, which ever comes first. 0
2
1754 .
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9. Initiation of Mediation Process
Employee or Company can initiate the mediation process by filing a Request for Mediation with [Human
resources, corporate counsel, etc.]
10. Initiation of the Arbitration Process
To initiate the arbitration process, the aggrieved party must file a written Claim. Claims can be filed with the
office of [Name]. Service of the Claim upon the responding party shall be made in accordance with Procedures.
Copies of the Rules for Arbitration are available upon request from the Human Resources Department in each
of the Company's major facilities and from each of the Regional Offices, as well as from [Name] offices.
11. Arbitration Procedures
Arbitrations pursuant to this Agreement shall be conducted in accordance with the procedures set forth in [Rules
for Arbitration], except where the Rules conflict with this Agreement, in which case the terms of this Agreement
shall govern.
12. Representation
Each party may be represented by an attorney at any mediation or arbitration covered by this Agreement.
13. Fees and Costs
The Company will pay reasonable costs for up to two alternative dispute resolution procedures during a
[NUMBER]-month period beginning [DATE]. All other arbitration costs shall be shared equally by the
Company and the Employee. Each party shall pay for each party's attorneys' fees and costs, if any. However, the
arbitrator may, in his or her discretion, permit the prevailing party to recover fees and cost to the extent permitted
by applicable law.
14. Discovery
The parties shall be entitled to engage in reasonable discovery in the form of requests for documents,
interrogatories, requests for admission, physical and/or mental examinations and depositions, in order to obtain
information necessary to prosecute or defend the claims brought. Any disputes between the parties regarding the
nature or scope of discovery shall be resolved by the Arbitrator(s) in his or her discretion.
1755
15. Written Award
The Arbitrator shall issue a written award, setting forth the award and basis therefore. The award shall be final
and binding upon the parties. The Arbitrator shall have the power to award any type of relief that would be
available in court of competent jurisdiction. In addition, the Arbitrator shall have the authority to order any party
found to have presented any claim or defense without substantial justification to pay the other party’s attorney’s
fees and costs. Any award may be entered as judgment in any court of competent jurisdiction.
16. Motions
The arbitrator will have the authority to grant motions dispositive of all or part of any claim pursuant to the
[Rules for Arbitration of Employment Law Disputes.]
17. Exclusive Remedy
For Claims covered by this Agreement, arbitration is the parties' exclusive legal remedy. The arbitrator has
exclusive authority to resolve any dispute relating to the applicability or enforceability of this Agreement. The
decision of an arbitrator on any Claims submitted to arbitration as provided by this Agreement shall be in writing
setting forth the findings of fact and conclusions of law and the reasons supporting the decision and shall be final
and binding upon the parties, except that both parties shall have the right to appeal to the appropriate court any
errors of law in the decision rendered by the arbitrator.
18. Consideration
In addition to any other consideration, each party's promise to resolve Claims by arbitration in accordance with
the provisions of this Agreement, rather than through the courts or other bodies, is consideration for the other
party's like promise. So too is the Employer’s willingness to pay costs of the procedure as set forth in paragraph
13.
19. Not an Employment Agreement
This Agreement is not, and shall not be construed to create, any contract of employment, express or implied, nor
shall this Agreement be construed in any way to change the status of the Employee from that of at-will
employment.
20. Term, Modification, and Revocation
This Agreement shall survive the employer-employee relationship between the Company and the Employee and
shall apply to any covered Claim whether it arises or is asserted during or after termination of the Employee's
employment with the Company or the expiration of any benefit plan. This Agreement can be modified or revoked
1756
only by a writing signed by the Employee and an executive officer of the Company that references this Agreement
and specifically states an intent to modify or revoke this Agreement.
21. Severability
A court construing this Agreement may modify, or interpret it in order to render it enforceable. If this Agreement
is declared unenforceable and cannot be administered, interpreted, or modified to be enforceable, the parties agree
to waive any right to a jury trial with respect to any dispute to which this Agreement applies. If any provision of
this Agreement or the Code is adjudged to be void or otherwise unenforceable, in whole or in part, such
adjudication shall not affect the validity of the remainder of the Agreement or the Code.
22. Sole and Entire Agreement
This is the complete agreement of the parties on the subject of arbitration of disputes, except for any arbitration
provision contained in any pension or benefit plan. This Agreement supersedes any prior or contemporaneous
oral or written agreement or understanding on the subject. In executing this Agreement, neither party is relying
on any representation, oral or written, on the subject of the effect, enforceability or meaning of this Agreement
except as specifically set forth in this Agreement.
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES CAREFULLY READING THIS

AGREEMENT, UNDERSTANDING ITS TERMS, AND ENTERING INTO THIS AGREEMENT
VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.
EACH PARTY FURTHER ACKNOWLEDGES HAVING THE OPPORTUNITY TO DISCUSS THIS

AGREEMENT WITH PERSONAL LEGAL COUNSEL AND HAS USED THAT OPPORTUNITY TO
THE EXTENT DESIRED.
COMPANY EMPLOYEE
Signature Signature
1757
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OVERTIME AUTHORIZATION FORM C
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DETAILED EXPLANATION WHY OVERTIME IS REQUIRED:
DETAILED EXPLANATION WHY OVERTIME IS REQUIRED: sv
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CUSTOMER(S)/CLIENT(S) OVERTIME IS NEEDED FOR: on
CUSTOMER(S)/CLIENT(S) OVERTIME IS NEEDED FOR:
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EMPLOYEE SIGNATURE: DATE: ao
EMPLOYEE SIGNATURE: DATE:
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MEDICAL LEAVE OF ABSENCE
Employee Name: Date:

Department: Title:
On
[Date] you notified us of your need to take family/medical leave due to:
❑ The birth of a child or the placement of a child for adoption or foster care; or
❑ A serious health condition that you need care for; or
❑ A serious health condition affecting your spouse/child/parent, for which you are needed to provide
care.
You requested leave beginning [Date] and ending on or about [Date].
This is to inform you that (check appropriate boxes):
1. You are  eligible  not eligible for leave under the FMLA (Family/Medical Leave of Absence).
2. The request leave  will  will not be counted against your annual FMLA leave entitlement.
3. You  will  will not be required to furnish medical certification of a serious health condition. If
required, you must furnish certification by [Date] (must be within 15 days after you are notified of this
requirement) or we may delay the commencement of your leave until the certification is submitted.
4. You may elect to substitute accrued paid leave for unpaid FMLA leave. We  will  will not require that
you substitute accrued paid leave for unpaid FMLA leave. If paid leave will be used, the following conditions will
apply:
5. If you normally pay a portion of the premiums for your health insurance, these payments will continue
during the period of your FMLA leave. Arrangements for payment have been discussed with you and it
is agreed that you will make the premium payments as follows:
1759
You have a [Number] day grace period in which to make payment. If payment has not been made within that
period, your group health insurance may be canceled, or, at our option, we may pay your share of the premiums
during FMLA leave, and recover these payments from you upon your return to work.
6. We  will  will not pay your share of the premiums for your health insurance while you are on leave.
We  will  will not do the same with other benefits (e.g. life insurance, etc.) while you are on FMLA
leave. If we do, when you return from leave you will be expected to reimburse us for the payments made
on your behalf.
7. You  will  will not be required to present a fitness-for-duty certificate prior to being restored to
employment. If such certification is required but not received, your return may be delayed until such certification
is provided.
8. You  are  are not a “key employee” as described in the FMLA regulations. If you are a “key employee,”
restoration to employment may be denied following FMLA leave on the grounds that such restoration will cause
substantial and grievous economic injury to us as follows:
9. We  have  have not determined that restoring you to employment at the conclusion of FMLA leave
will cause substantial and grievous economic harm to us as follows:
10. You  will  will not be required to furnish us with periodic reports of your status and intent to return
to work every [Number] days while on FMLA leave.
11. You  will  will not be required to furnish recertification every [Number] days relating to a serious
health condition:
Except as explained above, you have a right under the FMLA for up to [Number] weeks of unpaid leave in a
[Number] month period for the reasons listed above. Also, your health benefits must be maintained during any
period of unpaid leave under the same conditions as if you continued to work, and you must be reinstated to the
same or an equivalent job with the same pay, benefits, and terms and conditions of employment on your return
from leave. If you do not return following FMLA leave for a reason other than: 1) the continuation, recurrence,
or onset of a serious health condition which would entitle you to FMLA leave; or 2) other circumstances beyond
your control, you may be required to reimburse the company for its share of health insurance premiums paid on
your behalf during your FMLA leave.
1760
Signature: Date
Department: Title:
1761
T ELECOMMUTING A GREEMENT
This Telecommuting Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [EMPLOYEE NAME] (the "Employee"), a corporation organized and existing under the laws
RECITALS
Employee agrees to participate in the telecommuting program and to adhere to the applicable guidelines and
policies. Company concurs with the Employee's participation and agrees to adhere to the applicable guidelines
and policies.
The Telecommuting Agreement is subject to the following terms and conditions:
1. Duration
This agreement will be valid for a period of [specify term] beginning on [start date] and ending on [end date]. At
the end of that time, both parties will participate in a review which can result in the reactivation of the agreement.
2. Work hours
Employee's work hours and work location are specified in the Attachment at the end of this agreement.
3. Pay and attendance
All pay, leave and travel entitlement will be based on the Employee's primary business location. Employee's time
and attendance will be recorded as performing official duties at the primary business location.
1762
4. Leave
Employee must obtain approval before taking leave in accordance with established office procedures. By signing
this form, Employee agrees to follow established procedures for requesting and obtaining approval of leave.
5. Overtime
The Employee will continue to work in pay status while working at the home office. An Employee who works
overtime that has been ordered and approved in advance will be compensated in accordance with applicable law
and rules. The Employee understands that Company will not accept the results of unapproved overtime work
and will act vigorously to discourage it.
By signing this agreement, the Employee agrees that failing to obtain proper approval for overtime work may
result in removal from the telecommuting program or other appropriate action.
6. Business owned equipment
In order to effectively perform their assigned tasks, Employees may use Company equipment at the
telecommuting location with the approval of Company. The equipment must be protected against damage and
unauthorized use. Company owned equipment will be serviced and maintained by Company. Any equipment
provided by the Employee will be at no cost to Company, and will be maintained by the Employee.
7. Inspection
The telecommuting location will be inspected periodically to ensure that proper maintenance of Company
equipment is performed, and that safety standards are met. Notice must be given to the Employee at least
[NUMBER] hours in advance of the inspection, which must occur during normal working hours.
8. Liability
Company will not be liable for damages to the Employees' property that result from participation in the
telecommuting program.
9. Reimbursement
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Company will not be responsible for operating costs, home maintenance, or any other incidental cost (e.g.,
utilities) whatsoever, associated with the use of the Employee's residence. The Employee does not relinquish any
entitlement to reimbursement for authorized expenses incurred while conducting business for Company.
10. Workers' Compensation
The Employee is covered under the [LAW] if injured in the course of performing official duties at the
telecommuting location.
11. Work assignments
The Employee will meet with [designate contact person] to receive assignments and to review completed work as
necessary or appropriate. The Employee will complete all assigned work according to work procedures mutually
agreed upon by the Employee and [the contact person] according to guidelines and standards stated in the
Employee's performance plan.
12. Employee evaluation
The evaluation of the Employee's job performance will be based on norms or other criteria derived from past
performance and occupational standards consistent with these guidelines. For those assignments without
precedent or without standards, regular and required progress reporting by the Employee will be used to rate job
performance and establish standards. The Employee's most recent performance appraisal must indicate fully
achieved standards.
13. Records
The Employee will apply approved safeguards to protect Company records from unauthorized disclosure or
damage. Work done at the telecommuting location is considered Company business. All records, papers,
computer files, and correspondence must be safeguarded for their return to the primary business location.
14. Curtailment of the agreement
Specify whether the Employee may continue working for your business if the Employee no longer wishes to
telecommute. Also specify the circumstances under which the telecommuting agreement will be terminated by
your business (e.g., if continued participation fails to satisfy business needs) and the consequences of that
termination on the worker's continued employment.
1764
15. Performance location
The Employee agrees to limit performance of assigned duties to the primary business location or to the approved
home location. Failure to comply with this provision may result in termination of the telecommuting agreement
and/or other appropriate disciplinary action.
Attorney's fees and court costs shall be paid by the defendant in the event that judgment must be, and is, obtained
to enforce this agreement or any breach thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.
COMPANY EMPLOYEE
Signature Signature
1765
A TTACHMENT
The following hours and locations are agreed to in support of the Telecommuting Agreement.
Primary Business Location:
Telecommuting Location:
General Work Hours:
Day Hours Location (home, office, other)
Monday: -
Tuesday: -
Wednesday: -
Thursday: -
Friday: -
Saturday: -
Sunday: -
Comments (Schedule flexibility, etc.):
©
C
o
p
y
Phone Call Log Form
r
i
g
Name Period
h
t
E
n
1766 v
i
s
i
Person/Company Phone Date Time Length Purpose of Follow-
Called Number Call Up
Needed?
Your Company Name

Your Company Slogan
Address
City, State ZIP
123.456.7890 Fax 123.456.7891
Employee Name: Title:

Employee Number: Status:
Department: Supervisor:
1767
Date Start Time End Time Regular Overtime Total Hrs.
Hrs. Hrs.
WEEKLY
TOTALS:
COMPANY EMPLOYEE
Signature Signature
1768
WITNESS STATEMENT FORM
As anyone in business you want to offer a stimulating, creative, respectful, friendly, and fun work environment
that encourages ideas, diversity of thought, hard work, uncompromising product quality, and dedication to
providing good value and good service to every customer. It is important to thoroughly investigate any claim of
harassment, discrimination, or violations of law or company policy. It is also important to obtain witness
statements during the course of your investigation that can be used later on in a court of law if necessary. To this
end, any witness statement, in order to be used in lieu of testimony, must contain a declaration under oath,
pursuant to the penalty of perjury. You may also consider having the statement notarized. You should also
consider consulting an attorney prior to conducting any investigation or interview.
Be sure to obtain witness statements of employees while they are still under your employ. Very often, an employee
will view the facts related to a claim differently once they leave your company. Make sure to place the statement
in a work product protected file created in anticipation of possible litigation. The file should be marked
Confidential and not be placed with the employee's personnel file. If you are ever notified of an actual claim being
filed you should immediately forward the work product file to your attorneys.
Make sure that the employee's understanding on the following subject areas is set forth: background with the
alleged violator and/or claimant; background with any other essential witnesses; physical proximity to the alleged
incidences; understanding as to claimant's concerns; awareness of facts, documents or persons related to the
claimant's concerns; and additional facts not originally addressed by the claimant, including the facts, documents
and persons related to the additional facts. You will find on the next page all the steps to write a good witness
statement form.
1769
HOW TO WRITE A WITNESS STATEMENT FORM
I, [Employee Name], hereby declare as follows:
The following is a list of subject areas that should be addressed in any Witness Statement. Use a separate paragraph
for each essential fact, document or statement:
[Employee Name]
[Date of Statement]
[Employee's Title/Position]
[Date of Incident]
[Principals Involved in Incident]
[Employee's Statement Re: Relationship to Principals]
[Names of Other Essential Witnesses]
[Employee's Statement Re: Relationship with Essential Witnesses]
[Understanding as to Claimant's Concerns]
[Awareness of Facts, Documents or Persons related to Claimant's Concerns]
[Additional Facts not Originally Addressed by the Claimant, Including the Facts, Documents and Persons
Related to the Additional Facts]
The following is a sample statement regarding documents or other materials used to support the witness'
statement:
Attached to my Declaration as Exhibit A is a document identified as [describe the nature or title of the document]
with which I am familiar in the usual course of business because [set forth the foundation of the witness regarding
the document].
The following is a sample statement regarding confidentiality that should be included at the end of any witness
statement:
The above statement is a complete compilation of my understanding as to those facts, documents and witnesses
related to the claimants concerns as I have set them forth in the above statement. I understand that this is a
confidential statement which I agree not to share with any other person including, but not limited to, fellow
employees, management personnel, investigators or agencies, without the permission of this company, it’s
attorney, or by court order.
Finish the declaration with the following (notarization is optional):
I declare under penalty of perjury under the laws of the State of [State] that the foregoing is true and correct.
Executed this [Date], at [City], [County], [State].
1770
Dated:
[Signature of Declarant] [Name and Title]
1771
T ELECOMMUTING S ITE WORKSHEET
This worksheet should be completed before setting up your employee’s office space. Ideally, the adequacy of the
work space must be determined between you and the employees. The success of the telecommuting arrangement
depends on the assessment of the work space and the ability of your employee to successfully complete the
required work in this environment.
Tasks Yes No
Does the space seem adequately ventilated?
Is the space reasonably quiet?
Are all stairs with 4 or more steps equipped with handrails?
Are all circuit breakers and/or fuses in the electrical panel labeled as to
intended service?
Do circuit breakers clearly indicate if they are in open or closed position?
Is all electrical equipment free of recognized hazards that would cause
physical harm (frayed wires, bare conductors, loose wires, flexible wires
running through walls, exposed wires fixed to the ceiling)?
Are electrical outlets pronged (grounded)?
Are aisles, doorways, and corners free of obstructions to permit visibility and
movement?
Are file cabinets and storage closets arranged so drawers and doors do not
open into walkways?
Do chairs appear sturdy?
Is the space crowded with furniture?
Are the phone lines, electrical cords, and extension wires secured under a
desk or alongside a baseboard?
Is the office space neat and clean?
Are floor surfaces clean, dry, level, and free of worn or frayed seams?
Are carpets well secured to the floor and free of frayed or worn seams?
Is there a fire extinguisher in the home, easily accessible from the office
space?
Is there a working (test) smoke detector within hearing distance of the work
space?
The employee agrees to arrange for an energy audit of the home by the local
utility company and fire safety inspection by the local fire department within
30 days of the signing of this agreement, provided they can be accomplished
free of charge.
We agree that in our opinion this is an acceptable home office space that
allows the employee a reasonable opportunity to meet the job requirements
as a telecommuter.
Comments (optional):
1772
Site Inspected by: Signature:
Date:
1773
CHECKLIST FOR GIVING JOB PERFORMANCE
FEEDBACK
❑ Step 1. Get to the point
❑ The purpose for this meeting is...

❑ I asked you here to discuss....
❑ I want to spend some time discussing how you...
❑ Step 2. State why you are having this conversation
❑ I have a concern about...

❑ A problem has occurred in...
❑ Step 3. Describe what you know
❑ I saw...
❑ When I was told, I looked into the issue by...
❑ Step 4. Describe the consequences of the continued behavior
❑ If this continues, then ...

❑ In looking at this situation as a customer would, it appears...
❑ Step 5. Describe how you feel about what you know
❑ I am very concerned about...

❑ I do not think it is right that...
❑ I am upset that errors in the function keep occurring...
❑ Step 6. Encourage the other party to give their side of the story
❑ Now, that's what I know but what is your view...

❑ Is that the way you saw it...
❑ OK, now what is your reaction?
❑ Step 7. Ask as many questions as you need to understand the situation from the other
person's perspective.
1774
©
❑ Well, how do you know that...
❑ And then what happened?
❑ If you did that, then why did...
❑ Step 8. Decide what specific actions must be done, when and communicate that to the other party
❑ I believe you must...
❑ In the next meeting, as Point 4 in the agenda, you will...
❑ Step 9. Summarize the conversation
❑ Let’s recap, you will... and I will...
❑ Step 10. Follow up

❑ I will contact you next...
1775
E MPLOYEE A PPRAISAL F ORM
Date:
Name of Employee: Completed By:
A. Most successful job accomplishments since last performance period:
1.
2.
3.
4.
B. Key strengths of employee:
1.
2.
3.
4.
C. Problems since last performance appraisal:
1.
2.
3.
4.
D. Key areas that need improvement:
1.
2.
3.
4.
E. Teamwork Ability:
1.
2.
3.
4.
1776
F. What Warnings, If Any, Should be Given to Employee?
1.
2.
3.
4.
G. How Would You Rate the Employee on the Following:
Below
Excellent Satisfactory Average Unsatisfactory
Average
Attitude
Initiative
Dependability
Work quality
Work quantity
Knowledge of job
Team Play
Organization Ability
Judgement
Responsibility
H. Any other Observations?
I. Action to be taken if improvement is desired:

Plan of action By whom Future Review Completion
Dates Schedule Date
1777
J. Overall Performance:
Excellent (90-100) Average (70-74)
Above Satisfactory (80-89) Below Average (60-69)
Satisfactory (75-79) Unsatisfactory (under 60)
Has this performance appraisal been reviewed with the employee? Yes
No
1778
EMPLOYEE COMPLAINT FORM
Our company takes employee complaints of discrimination, harassment, unethical or unfair conduct as serious
matters. So that we may properly investigate your concern, you are requested to fill out this form as completely
as possible. Please use additional sheets of paper where needed. After a prompt and thorough investigation into
your complaint, you will be notified of the company’s intended action. Should you have any questions about the
process, please set them forth at the end of this form and we’ll do our best to answer them. Thank you.
Employee Name: Title:

Departmen Supervisor
t: Name:
1. Please describe in as much detail as possible the nature of your complaint. Please provide or identify all known
persons, documents and witnesses to your concerns:
2. Please describe how the actions you complain about have affected your ability to perform your job:
3. Please describe any positive solutions you believe can help resolve your complaint:
4. Please provide any additional comments you wish the company to consider when investigating your
complaint:
1779
I declare that the facts set forth in this complaint form are true and accurate pursuant to the penalty of perjury
under the laws of this State/Province.
Employee signature: Date:
1780
EMPLOYEE COMPLIANCE SURVEY
As everyone at the company knows we live in a very litigious society. So that the company does not have to face
the time, expense, emotion and loss of productivity that comes with lawsuits, every few months or so we make
sure our employees are familiar with company policies related to discrimination, harassment, ethics and other
compliance areas. By using this survey we can help create an environment of respect and responsibility at this
company that will benefit us all.
We are committed to eliminating wrongful conduct. As you know, it is never in a company’s best interest to have
it’s managers or employees violate any laws, policies or ethical standards. When properly used, this survey will
allow our company to be more competitive and to maintain trust within the workplace. Should you have any
suggestions or comments regarding this survey, we would like to know about them.
Please help us by the answering the following questions:
Do you understand the company policies prohibiting harassment, discrimination safety and ethical violations?
 Yes  No
Comments:
Are you aware of, have you witnessed, or been a victim of, the violation of any company policy, including those
prohibiting harassment, discrimination, safety or ethical violations?
 Yes  No
Comments:
Would you like to speak to someone about a harassment, discrimination, safety, ethical or any other issue you feel
needs to be addressed?
1781
 Yes  No
Comments:
Signature Name
Please return this form to [NAME] within [NUMBER] days.
1782
E MPLOYEE S ATISFACTION S URVEY
This is a survey for the employees of [name of company] (the “Company”). This survey is intended to give the
management of the Company guidance as to improve the workplace environment. This survey is to be answered
anonymously.
1. Ratings
Please give your assessment of the Company on the following matters by circling one of the numbers from one to
ten (one being awful, and ten being great).
Compensation to employees 1 2 3 4 5 6 7 8 9 10
Opportunity for advancement 1 2 3 4 5 6 7 8 9 10
Benefits 1 2 3 4 5 6 7 8 9 10
Friendly work environment 1 2 3 4 5 6 7 8 9 10
Training 1 2 3 4 5 6 7 8 9 10
Performance evaluation 1 2 3 4 5 6 7 8 9 10
Supervision 1 2 3 4 5 6 7 8 9 10
Culture 1 2 3 4 5 6 7 8 9 10
Job security 1 2 3 4 5 6 7 8 9 10
Flexibility in performing job 1 2 3 4 5 6 7 8 9 10
Overall satisfaction with job 1 2 3 4 5 6 7 8 9 10
2. Employee Morale
A) How would you describe general employee morale?
B) Do you have any specific recommendations to improve employee morale?
3. Guidance
1783
A) Are you given enough guidance to perform your job?
B) Are you given enough feedback on your work?
C) How would you change the procedure for performance appraisals?
4. Training
A) What additional training of employees, if any, would be beneficial?
5. Technology
A) What additional technology do you believe would be beneficial for the Company?
6. Benefits
A) What benefits that the Company offers do you find valuable?
B) What additional benefits would you like to see the Company offer?
7. Flexibility
1784
A) Are you given enough flexibility to perform your job?
B) What additional flexibility do you think would be valuable to help you perform your job better?
8. Supervisor
A) Are you adequately supervised?
B) Is your supervisor fully aware of your concerns?
C) How would you improve any supervisory procedures?
8.
9. Profitability
A) Do you have any suggestions to improve the profitability of the Company?
10. Miscellaneous
A) Is there anything else that you believe needs change or improvement in the Company?
1785
NEW EMPOYEE SURVEY
As you’re probably aware, one of the best sources of knowledge and innovation comes from new employees. We
want to know what you’ve learned about our company and how you think it can be improved. Please use extra
paper where needed.
Background
Name: Position Title:
Date of Hire: Current Department:
Job Description
Please describe in your own words the three most important things you do in your job:
1.
2.
3.
Do you feel that your job title is properly named:  Yes  No
If “No,” what should it be?
Name the three most enjoyable aspects of your job
1.
2.
3.
Name the three least enjoyable aspects of your job
1.
2.
3.
Hiring Process
Was the job accurately described during the hiring process?  Yes  No
Comment:
What improvements can be made in the company's hiring process so that we can hire better
employees?
Orientation and Training

How can the company improve the orientation process which introduces new employees to the
company's operations, personnel, products and services?
1786
What can the company do to provide you with skills training so that you can excel at your job?
Would you be interested in cross training in another department?  Yes  No

If so, please state job position you would be interested in training for:
Wage and Hour Issues

Is anything unclear about wage or hour issues (pay, overtime, vacation, missed time from work, sick
days, etc.)?  Yes  No
If so, please indicate any questions that you have.
Company Policies and Procedures

Are you unclear about any company policies or procedures as set forth in the employee
handbook or by your supervisor?  Yes  No
If so, please indicate any questions you may have:
Comments
If you are aware of any possible improvements to the way we run our business, please give us your
comments or suggestions:
Thank you!
Signature: Date:
1787
PEER IMPROVEMENT FORM
One of this company’s key values is constant improvement. By communicating and sharing the knowledge that
all of us have regarding our jobs, clients, customers and other stakeholders, we can learn from each other to create
a long-term profitability and a pleasant, even exciting work environment.
This form asks how a fellow employee can improve their value to this company, and likewise how you or the
company can improve your value to that employee. A full range of subject areas are covered. After the subject area
headings, you will be given an example of some of the sub-categories that can be considered in formulating your
response. Do not consider this a limitation, but merely as an example. Some areas may have little or no application
to the employee being reviewed.
For each of the subject areas listed, please indicate how the employee, company, or you can improve or add value
to this employee’s performance in that particular subject area. For example, you may say that John can “improve
his communication skills by listening better and by speaking louder, especially during group meetings.” Or, you
may say that John, who is an engineer, can improve his customer services skills by “establishing a better
relationship with the sales team by having monthly meetings.” Or you may say that “John can help bring in new
clients by giving speeches on how to protect computer access.” In the last example, you may also add that “the
company can support John’s effort by allowing him to use some of the audio-visual equipment maintained by
the sales department.”
Be honest, positive, understanding and most of all, think about how the employee can improve. Try not to be
vague. Cite specific suggestions and examples. If you believe the employee has shortcomings, focus on the
conduct, not on the person.
Should you have any questions about the use of this form, please don’t hesitate to contact your supervisor or the
human resources department. You are to turn in this form within two weeks from today.
Reviewer’s Name:
Reviewer’s
Position:
Employee Name:
Employee Position:
Length of Exposure to Employee’s Work
Performance:
Describe what you consider to be the 3 most important functions of the employees’ job:
1788
1
2
3
HOW CAN THIS EMPLOYEE IMPROVE IN THE FOLLOWING AREAS:
1. CUSTOMER SERVICE (Focus on customer needs, problem solving, exceeding

customer expectations)
2. QUALITY CONTROL (Accuracy, neatness, thoroughness, precision, exceeds

quality benchmarks, seeks constant improvement)
3. PRODUCTIVITY & (Quantity of work, time and resource management,

PROFITABILITY adaptability, flexibility, ability to meet deadlines)
4. INDEPENDENCE (Ability to seek out solutions, seeks new assignments,

adaptable to change, initiative)
5. JOB KNOWLEDGE/ SKILLS (Technical knowledge, hands on skills, use of computer

hardware and software, understanding of relationship to
the overall company systems)
1789
6. CREATIVITY, (Creates and improves processes and systems, lateral
INNOVATION & PROBLEM thinking ability, win-win solutions)
SOLVING
7. INTERPERSONAL (Communication skills, writing, presentation, meeting skills,

RELATIONS writing, presentation, team , listening and meeting skills,
availability, openness, interrelations with all stakeholders
and members of your team, respect for privacy)
8. INTERDEPARTMENTAL (Are there any other teams or departments that the employee
RELATIONS can interact with better?)
9. SUPERVISION SKILLS (Knowledge of subordinate’s jobs, delegation, planning, the

management of people and systems)
10. LEADERSHIP ABILITY (Trust, responsibility, vision, integrity)
1790
MISCELLANEOUS QUESTIONS:
1. If you did a peer appraisal for this employee last year, how do you feel this employee improved their
overall performance since that time?
2. How can you help this employee improve their performance?
3. What additional resources, tools or training do you believe the employee needs in order to improve
their performance?
I hereby certify that the information that I have provided is true and accurate to the best of my
knowledge.
Signature Date
1791
P ERFORMANCE E VALUATION
Employee: Date Hired:
Job Title: Salary: Date Of Review: Next:
Strength/
Evaluation Of Performance Comments
Weekness
Team Player
Meets Deadlines
Organizational Skills
Communication Skills
Leadership Ability
Interaction With Co-workers
Attendance
Quality Of Work
Employers’ Comments
Goals
1792
Signature of Interviewer Name
1793
S ELF -E VALUATION
Please answer the following questions by checking the appropriate box. It’s important that you question yourself, assess
your performance and give honest responses. After you have finished answering each question, total the number of
checked boxes in each column. Multiply the total of each column by the severity factor for that category. Add together
the total of each column. This is your evaluation score. The higher the score, the better your understanding is of our
company, its structure and your role in it. Remember this questionnaire is strictly confidential and no one will judge
you based on the information it contains.
Below Adequat Above Superio

Average e Averag r
QUESTIONS
e
X1 X2 X3 X4
I know what the responsibilities of my job are.
I know who my supervisor is and what he or she is
responsible for.
I feel my workload is too heavy.
I feel I can discuss my problems with my superior.
I know what my benefits are.

I feel that I am a part of a productive work team.
I always know what my daily and weekly goals are.
I know what the long-term goals of the company are.
I know what the organizational structure of the
company is.
I feel I have had enough training to perform my job.
Total the number of responses in each column
Multiply answers by each column’s severity
factor
TOTAL
1794
SEXUAL HARASSMENT I.Q. TEST
1. Quid pro quo harassment means which of the following?
a) Fair treatment for all

b) Something in exchange for sexual favors
c) Live and let live
d) None of the above
2. Which of the following comments can be considered sexual harassment?
a) “Your ass looks great." (To a man or a woman)

b) “You've been out sick a lot lately. You're not pregnant, are you?”
c) “Why are you in such a bad mood today? PMS?”
d) All of the above
3. In order to file a claim for “hostile environment” sexual harassment, a worker must demonstrate
that the harassment caused them to suffer serious psychological injury.
a) True
b) False
4. The behavior of the alleged victim is relevant to the determination of whether the work environment was
“sexually hostile.”
a) True
b) False
5. Mike, a senior partner, tells a female associate, Julie, that he wants her to escort him to a client dinner. This is
the third time in a month that Mike has demanded that Julie escort him to a business-related function. Julie
objects but Mike tells her she really must go because it doesn't look good for him to go without a date. Can
this be considered sexual harassment?
a) Yes
b) No
6. Marcy’s boss Bob often approaches her workstation and tells her sexually explicit jokes. Marcy does not
personally consider Bob’s conduct offensive, but other “reasonable” women certainly would. Can Marcy
state a claim for sexual harassment?
1795
a) Yes
b) No
7. Carla works with Marcy and Bob, and sits in the workstation next to Marcy. Although Bob directs his
conversation to Marcy, Carla can easily overhear the sexually explicit jokes. She finds then offensive and
becomes uncomfortable whenever she sees Bob approach Marcy’s desk. Can Carla state a claim for sexual
harassment?
a) Yes
b) No
8. Bob, who owns a small printing company is sued by his former receptionist Tina, who claims she was harassed
by a fellow employee. Bob knew nothing about this before the lawsuit. Can Bob's company be held
personally liable for any damages awarded to Tina?
a) Yes
b) No
9. A harasser can be which of the following?
a) Supervisor
b) Co-worker
c) Customer
d) Contract employee
e) All of the above
10. Conduct considered to be sexual harassment can come in which of the following forms?
a) Physical touching
b) Letters and gifts
c) Posters and calendars
d) E-mail
e) All of the above
1796
ANSWER KEY
1. B Quid pro quo harassment can include everything from the “casting couch” to subtle implications or
promotion of favoritism in exchange for sexual favors.
2. D Many individuals, courts and juries will differ on whether or not these statements constitute sexual
harassment. The point is, there are no hard and fast guidelines. Sexual harassment is viewed from a
“reasonable woman” standard, and is open to wide interpretation.
3. B In a recent U.S. Supreme Court case, the court ruled that it was not necessary for a plaintiff to claim
serious psychological injury to support a sexual harassment claim.
4. A The answer is true. The victim’s behavior is viewed from a “reasonable woman standard.” For example,
if a claimant “overreacts” to an item that she considers to be sexually hostile, she cannot claim discrimination
if it is “unreasonable” for her to do so.
5. A This can be considered sexual harassment if Julie had a reasonable belief that Mike was interested in her
and to refuse could result in negative consequences related to her job. If an employee’s job requires after work
client contact, meetings and dinners, state that specifically in their job description.
6. B Marcy cannot claim sexual harassment because she was not offended by Bob’s conduct.
7. A The fact that Bob’s conversation was intended solely for Marcy does not insulate the company
from a claim by Carla.
8. A Companies can be held responsible for sexual harassment even if they did not know about it! The amount
of exposure will differ considerably based on efforts made to avoid sexual harassment in the first place.
9. E Sexual harassers come in all forms, shapes and sizes. For example, a company which allows its
customers or vendors to constantly flirt with the receptionist, despite her having expressed her discomfort
with the activity, can open itself up to a sexual harassment claim.
10. E Sexual harassment can come in any form. The only issue is whether or not it is considered to be offensive,
severe, pervasive, etc., by a “reasonable woman” standard.
1797
SUPERIOR IMPROVEMENT FORM
One of this company’s key values is constant improvement. By communicating and sharing the knowledge that
all of us have regarding our jobs, clients, customers and other stakeholders, we can learn from each other to create
a long-term profitability and a pleasant, even exciting work environment.
This form asks how your supervisor can improve their value to this company, and likewise how you or the
company can improve your value to that supervisor. A full range of subject areas are covered. After the subject
area headings, you will be given an example of some of the sub-categories that can be considered in formulating
your response. Do not consider these as limitations, but merely as an example. Some areas may have little or no
application to the supervisor being reviewed.
For each of the subject areas listed, please indicate how your supervisor, company, or you can improve or add
value to that particular subject area. For example, you may say that John can “improve his communication skills
by listening better and by speaking louder, especially during group meetings.” Or, you may say that John, who is
an engineer, can improve his customer service skills if he “establishes a better relationship with the sales team by
having monthly meetings.” Or you may say that “John can help bring in new clients by giving speeches on how
to protect computer access.” In the last example, you may also add that “the company can support John’s effort
by allowing him to use some of the audio-visual equipment maintained by the sales department.”
Be honest, positive, understanding and most of all, think about how your supervisor can improve. Try not to be
vague. Cite specific suggestions and examples. If you believe your supervisor has shortcomings, focus on their
conduct, not on the person.
Should you have any questions about the use of this form, please don’t hesitate to contact the human resources
department. You are to turn in this form within two weeks from today.
Reviewer’s Name:
Reviewer’s
Position:
Supervisor’s Name:
Supervisor’s
Position:
Length of Exposure to Supervisor’s Work
Performance:
Describe what you consider to be the 3 most important functions of your supervisor’s job:
1798
©
1.
2.
3.
How can your supervisor improve in the following areas:
1. CUSTOMER SERVICE (Focus on customer needs, problem solving, exceeding
customer expectations)
2. QUALITY CONTROL (Accuracy, neatness, thoroughness, precision, exceeds

quality benchmarks, seeks constant improvement)
3. PRODUCTIVITY & (Quantity of work, time and resource management,

PROFITABILITY adaptability, flexibility, ability to meet deadlines)
4. INDEPENDENCE (Ability to seek out solutions, seeks new assignments,

adaptable to change, initiative)
5. JOB KNOWLEDGE/ SKILLS (Technical knowledge, hands on skills, use of computer

hardware and software, understanding of relationship to
the overall company systems)
6. CREATIVITY, (Creates and improves processes and systems, lateral

INNOVATION & PROBLEM thinking ability, win-win solutions)
SOLVING
7. INTERPERSONAL (Communication skills, writing, presentation, meeting

RELATIONS skills, listening, availability, openness, interrelations with
1799
all stakeholders and members of your team, respect for
privacy)
8. INTERDEPARTMENTAL (Are there any other teams or departments that your

RELATIONS supervisor can interact with better?)
9. SUPERVISION SKILLS (Knowledge of subordinate’s jobs, delegation, planning,

the management of people and systems)
10. LEADERSHIP ABILITY (Trust, responsibility, vision, integrity)
MISCELLANEOUS QUESTIONS:
1. If you did a peer appraisal for this supervisor last year, how do you feel this supervisor improved
their overall performance since that time?
2. How can you help your supervisor improve their performance?
3. What additional resources, tools or training do you believe your supervisor needs in order to
improve their performance?
1800
I certify that the information provided above is true and accurate to the best of my knowledge.
Signature Date
1801
ASSIGNMENT FOR DEED
This Assignment for Deed (the “Assignment”) is made and effective [DATE],
BETWEEN: [SELLER NAME] (the "Lessor"), a corporation organized and existing under the laws of the
AND: [PURCHASER NAME] (the "Lessee"), a corporation organized and existing under the laws of the
TERMS
1. If the Purchaser shall first make the payments and perform the covenants hereinafter mentioned on the
Purchaser's part to be made and performed, the Seller hereby covenants and agrees to convey and assure to the
Purchaser, in fee simple, clear of all encumbrances whatever, by a good and sufficient Warranty Deed, with release
and waiver of the right of homestead and dower, the following described real estate in the state of
[STATE/PROVINCE], to wit:
2. The Purchaser hereby covenants and agrees to pay to the Seller the sum of in the manner following:
With interest at the rate of [%] per annum payable [monthly, annually] on the whole sum remaining from the
time to time unpaid, and to pay all taxes, assessments, or impositions that may be legally levied or imposed upon
said real estate, subsequent to [.
3. In case of the failure of the Purchaser to make any of the payments, or any part thereof, or perform any
of the covenants on the Purchaser's part hereby made and entered into, this agreement shall, at the option of the
Seller, be forfeited and all sums theretofore received shall be retained by the Seller in full satisfaction and in
liquidation of all damages by the Seller sustained, and the Seller shall have the right to reenter and take possession
of the premises aforesaid.
4. Purchaser shall maintain insurance on said real estate in an amount and of a type approved by
the Seller.
5. Seller warrants to Purchaser that no notice from any city, village, or other governmental authority of any
dwelling code violation has heretofore been issued and received by the owner or his/her agent
with respect to any dwelling structure on the said real estate.
6. The time of payment shall be the essence of this contract, and the covenants and agreements herein
contained shall extend to and be obligatory upon heirs, executors, administrators, and assigns of the respective
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
SELLER PURCHASER
1802
©
1803
ASSIGNMENT OF DEED OF TRUST
This Assignmentof Deed of Trust (the “Assignment”) is made and effective [DATE],
BETWEEN: [TRUSTOR NAME] (the "Lessor"), a corporation organized and existing under the laws of the
AND: [TRUSTEE NAME] (the "Lessee"), a corporation organized and existing under the laws of the
TERMS
FOR VALUE RECEIVED, the undersigned Trustor hereby grants, assigns and transfers to Trustee all beneficial
interest under that certain Deed of Trust, dated [DATE], executed by Trustor, to Trustee, and recorded as
Instrument [number] on [date] in [BOOK, PAGE], of Official Records in the State Recorder's office of
[STATE/PROVINCE], describing [LAND/REAL PROPERTY] therein as:
TOGETHER with the note or notes therein described or referred to, the money due and to become
due thereon with interest, and all rights accrued or to accrue under said Deed of Trust.
TRUSTOR TRUSTEE
1804
DEED GRANTING EASEMENT
This Deed Granting Easement (the “Agreement”) is made and effective [DATE],
BETWEEN: [GRANTOR NAME] (the "Grantor"), a corporation organized and existing under the laws of
AND: [GRANTEE NAME] (the "Grantee"), a corporation organized and existing under the laws of the
TERMS
1. The Grantor is the owner in fee simple of [it may be convenient to add “delineated on the annexed plan” and
insert a plan of the land]. The Grantee is the owner in fee of [another or adjoining] parcel of land, described
as [SET FORTH LEGAL DESCRIPTION].
2. The Grantee is desirous of [DESCRIBE] and the Grantor has agreed, in consideration of [AMOUNT] [or
state other consideration] paid by the Grantee, the receipt of which by the Grantor is acknowledged, to grant
to the Grantee an easement for [SPECIFY].
3. In consideration of [AMOUNT or other consideration] paid by the Grantee to the Grantor, the Grantor
grants to the Grantee, his [her] heirs and assigns, full and free right and authority to [DESCRIBE].
4. The Grantee covenants with the Grantor that its heirs or assigns, will [DESCRIBE].
GRANTOR GRANTEE
1805
DEED IN LIEU OF FORECLOSURE
This Deed in Lieu of Foreclosure (the “Agreement”) is made and effective [DATE],
RECITALS
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Grantor hereby grants to
Grantee the following described real property in the State of [STATE/PROVINCE].
[DESCRIPTION OF PROPERTY]
This deed is an absolute conveyance, the Grantor having sold the above-described real property to the Grantee
for a fair and adequate consideration, such consideration being full satisfaction of all obligations secured by the
deed of trust heretofore executed by Grantor. Grantor declares that this conveyance is freely and fairly made and
that there are no agreements, oral or written, other than this deed between Grantor and Grantee with respect to
the above-described real property.
GRANTOR GRANTEE
1806
MORTGAGE DEED
This Mortgage Deed (the “Agreement”) is made and effective [DATE],
BETWEEN: [BORROWER NAME] (the "Borrower"), a corporation organized and existing under the laws
AND: [LENDER NAME] (the "Lender"), a corporation organized and existing under the laws of the
RECITALS
This Mortgage is given by Borrower to Lender, which term includes any holder of this Mortgage,
to secure the payment of the PRINCIPAL SUM of [AMOUNT] together with interest thereon computed on
the outstanding balance, [AMOUNT] all as provided in a Note having the same date as this Mortgage, and also
to secure the performance of all the terms, covenants, agreements, conditions and extensions of the Note and this
Mortgage.
In consideration of the loan made by Lender to Borrower and for the purpose expressed above, the Borrower does
hereby grant and convey to Lender, with MORTGAGE COVENANTS, the land with the buildings situated
thereon and all the improvements and fixtures now and hereafter a part thereof, being more particularly described
in Exhibit A attached hereto and made a part hereof and having a street address of [ADDRESS].
[Attach Property Description]
TERMS
1. No superior mortgage or the note secured by it will be modified without the consent of Lender hereunder.
2. Borrower will make with each periodic payment due under the Note secured by this Mortgage a payment
sufficient to provide a fund from which the real estate taxes, betterment assessments and other municipal
charges which can become a lien against the mortgaged premises can be paid by Lender when due. This
provision shall be effective only in the event that a fund for the same purpose is not required to be established
by the holder of a senior mortgage.
3. In the event that Borrower fails to carry out the covenants and agreements set forth herein, the Lender may
do and pay for whatever is necessary to protect the value of and the Lender's rights in the mortgaged property
and any amounts so paid shall be added to the Principal Sum due the Lender hereunder.
4. As additional security hereunder, Borrower hereby assigns to Lender, Borrower's rents of the mortgaged ©
property, and upon default the same may be collected without the necessity of making entry upon the C
mortgaged premises. o
5. In the event that any condition of this Mortgage or any senior mortgage shall be in default for [NUMBER] p
days, the entire debt shall become immediately due and payable at the option of the Lender. Lender shall be y
entitled to collect all costs and expenses, including reasonable attorney's fees incurred. r
6. In the event that the Borrower transfers ownership (either legal or equitable) or any security interest in the i
mortgaged property, whether voluntarily or involuntarily, the Lender may at its option declare the entire debt g
due and payable. h
7. This Mortgage is also security for all other direct and contingent liabilities of the Borrower to Lender which t
are due or become due and whether now existing or hereafter contracted. E
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1807 v
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8. Borrower shall maintain adequate insurance on the property in amounts and form of coverage acceptable to
Lender and the Lender shall be a named insured as its interest may appear.
9. Borrower shall not commit waste or permit others to commit actual, permissive or constructive waste on the
property.
10. Borrower further covenants and warrants to Lender that Borrower is indefeasibly seized of said land in fee
simple; that Borrower has lawful authority to mortgage said land and that said land is free and clear of all
encumbrances except as may be expressly contained herein.
This Mortgage is upon the STATUTORY CONDITION and the other conditions set forth herein, for breach
of which Lender shall have the STATUTORY POWER OF SALE to the extent existing under the laws of the
State of [STATE/PROVINCE].
BORROWER LENDER
1808
ACKNOWLEDGMENT
State of [state]
County of [county]
On [date] before me, [name of notary], notary, personally appeared [name of person(s) involved], personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
Signature
Notary
(Seal)
©
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1809 n
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QUIT CLAIM DEED
This Quit Claim Deed (the “Agreement”) is made and effective [DATE],
BETWEEN: [GRANTOR NAME] (the "Grantor”) corporation organized and existing under the laws of the
TERMS
For and in consideration of [AMOUNT], Grantor grants to Grantee all that real property situated in [CITY] in
the state of [STATE/PROVINCE] bounded and described as follows:
[legal description of real property]
GRANTOR GRANTEE
1810
TRANSFER OF TITLE WARRANTY DEED
This Transfer of Title Warranty Deed (the “Agreement”) is made and effective [DATE],
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree
as follows:
TERMS
Title to property shall be transferred and given by seller to purchaser on the close of this transaction by general
warranty deed [IDENTIFY], with the usual covenants of title, with title to the property being free and clear of all
liens and possessions except as otherwise provided in this contract, with documentary transfer stamps in the
proper amount attached to the deed.
[DESCRIPTION OF PROPERTY]
GRANTOR GRANTEE
1811
WARRANTY DEED
This Warranty Deed (the “Agreement”) is made and effective [DATE],
For good consideration, Grantor hereby bargain, deed and convey to Grantee the land legally described as
[describe], free and clear with Warranty.
COVENANTS
Grantor, for itself and its heirs, hereby covenants with Grantee, its heirs, and assigns, that Grantor is lawfully
seized in fee simple of the above-described premises; that it has a good right to convey; that the premises are free
from all encumbrances; that Grantor and its heirs, and all persons acquiring any interest in the property granted,
through or for Grantor, will, on demand of Grantee, or its heirs or assigns, and at the expense of Grantee, its heirs
or assigns, execute and instrument necessary for the further assurance of the title to the premises that may be
reasonably required; and that Grantor and its heirs will forever warrant and defend all of the property so granted
to Grantee, its heirs, against every person lawfully claiming the same or any part thereof.
Being the same property conveyed to the Grantor by deed of [date].
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on
the date indicated below.
GRANTOR GRANTEE

ACKNOWLEDGMENT
State of [state]
County of [county]
Signature
Notary
(Seal)
1812
©
C
POWER OF ATTORNEY o
p
ATTORNEY APPROVAL y
This Attorney Approval (the “Agreement”) is made and effective [DATE], r
BETWEEN: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the i
[STATE/PROVINCE], with its head office located at: g
AND: [SELLER NAME] (the "Seller"), a corporation organized and existing under the laws of the h
[STATE/PROVINCE], with its head office located at: t
NOW THEREFORE, it is further agreed by and between the parties hereto as follows: E
TERMS n
That their respective attorneys may approve and make modifications, other than price and dates, mutually v
acceptable to the parties. Approval will not be unreasonably withheld but, if within [NUMBER] business days i
after the date of this contract it becomes evident agreement cannot be reached by parties hereto, and written s
notice thereof is given to either party within the time specified, then this contract shall become null and void, and i
all the monies paid by the Buyer shall be refunded. o
IN THE ABSENCE OF WRITTEN NOTICE WITHIN THE TIME SPECIFIED HEREIN; THIS n
PROVISION SHALL BE DEEMED WAIVED BY ALL PARTIES HERETO AND THIS CONTRACT C
SHALL BE IN FULL FORCE AND EFFECT. o
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. r
BUYER SELLER p
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Print Name and Title Print Name and Title t
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1813 s
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GENERAL POWER OF ATTORNEY
This General Power of Attorney (the “Agreement”) is made and effective [DATE],
BETWEEN: [ATTORNEY NAME] (the "Attorney"), a corporation organized and existing under the laws
AND: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the
TERMS
KNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that
the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the
Client can lawfully do by an attorney, including but not limited to;
1. To ask, demand, sue for, recover, collect, and receive all sums of money, debts, dues, accounts, legacies,
bequests, interest, dividends, annuities, and demands of every type that are now or may later become due,
owing, payable or belonging to Client and have, use, and take all lawful ways and means in Client’s name
or otherwise for the recovery thereof, by attachments, arrest, distress, or otherwise, and to compromise
and agree for them and acquaintances or other sufficient discharges for them;
2. For Client and in its name, to make, seal, and deliver, to bargain, contract, agree for, purchase, receive,
and take lands, and tenements, and accept the possession of all lands, and all deeds and other assurances,
in the law therefore, and to lease, let, demise, bargain, sell, release, convey, mortgage, and hypothecate
lands, and tenements on the terms and conditions and under the covenants as Attorney thinks fit;
3. Also to bargain and agree for, buy, sell, mortgage, hypothecate, and in any and every way and manner deal
in and with goods, wares, and merchandise, choses in action, and other property in possession or in action,
and to make, do, and transact all and every kind of business of every nature and kind;
4. And also for Client and in its name, and as Client’s act and deed, to sign, seal, execute, deliver, and
acknowledge the deeds, leases, mortgages, hypothecations, contracts, charter, bills of lading, bills, bonds,
notes, receipts, evidence or debt, releases and satisfaction of mortgage, judgments and other debts, and
other instruments in writing of every kind and nature that may be necessary or proper in the premises;
5. GIVING AND GRANTING to the Attorney in fact full power and authority to do and person every
act necessary, requisite, or proper to be done as fully as Client might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming all that the Attorney in
fact may lawfully do or cause to be done by virtue of this Power of Attorney.
All power and authority granted in this power of attorney will automatically terminate on [date] unless sooner
revoked by me.
ATTORNEY CLIENT
1814
©
ACKNOWLEDGMENT
State of [state]
County of [county]
Signature
Notary
(Seal)
1815
LIMITED POWER OF ATTORNEY
This Limited Power of Attorney (the “Agreement”) is made and effective [DATE],
AND: [CLIENT NAME] (the “Client"), a corporation organized and existing under the laws of the
RECITALS
KNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that
the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the
Client can lawfully do by an attorney, including but not limited to;
1. General Grant of Power
To exercise or perform any act, power, duty, right or obligation whatsoever that Client now has or may hereafter
acquire, relating to any person, matter, transaction or property, real or personal, tangible or intangible, now
owned or hereafter acquired by Client, including, without limitation, the following specifically enumerated
powers. Client grants to Attorney full power and authority to do everything necessary in exercising any of the
powers granted here as fully as Client might or could do if personally present, with full power of substitution or
revocation, ratifying and confirming all that Attorney shall lawfully do or cause to be done by virtue of this power
of attorney and the powers granted here.
2. Collection Powers
To forgive, request, demand, sue for, recover, collect, receive, hold all such sums of money debts, dues,
commercial paper, checks, drafts, accounts, deposits, legacies, bequests, devises, notes, interests, stock certificates,
bonds, dividends, certificates of deposit, annuities, pension, profit sharing, retirement, social security, insurance
and other contractual benefits and proceeds, all documents of title, all property, real or personal, intangible or
tangible property and property rights, and demands whatsoever, liquidated or unliquidated, now or hereafter
owned by, or due, owing, payable or belonging to, Client or in which Client has or may hereafter acquire an
interest; to have, use, and take all lawful means and equitable and legal remedies and proceedings in Client’s name
for the collection and recovery of them, and to adjust, sell, compromise, and agree for the same, and to execute
and deliver for Client, on its behalf, and in its name, all endorsements, releases, receipts, or other sufficient
discharges for the same.
3. Real Property Powers
To bargain, contract, agree for, option, purchase, acquire, receive, improve, maintain, repair, insure, plat,
partition, safeguard, lease, demise, grant, bargain, sell, assign, transfer, remise, release, exchange, convey, mortgage
and hypothecate real estate and any interest in it (and including any interest which Client holds with any other
person as joint tenants with full rights of survivorship, or as tenants by the entireties), lands, tenements and
hereditaments, for such price, upon such terms and conditions, as Attorney shall determine.
4. Personal Property Powers
To bargain, contract, agree for, purchase, option, acquire, receive, improve, maintain, repair, insure, safeguard,
lease, assign, sell, exchange, redeem, transfer, hypothecate and in any and every way and manner deal in and with
goods, wares, merchandise, furniture and furnishings, automobiles, bills, notes, debentures, bonds, stocks, limited
partnership interests, certificates of deposit, commercial paper, money market instruments, and other securities,
1816
choses in action and other tangible or intangible personal property in possession, for such price, upon such terms
and conditions, as Attorney shall determine.
5. Gift Power
To make gifts of any kind, provided, however, that the aggregate of all gifts to one donee other than a charitable
donee, in any one year shall not exceed Client’s federal gift tax annual exclusion for the year in which the gifts are
made, and this authority shall be non-cumulative.
6. Contract Powers
To make, do, and transact every kind of business of whatever nature, and also for Client and in its name, and as
its act and deed, to sign, seal, execute, deliver and acknowledge such stock certificates, stock powers, assignments
separate from certificate, deeds, conveyances, leases and assignments of leases, covenants, indentures, options,
letters of intent, contracts, agreements, closing agreements, certificates, mortgages, hypothecations, bills of lading,
bills, bonds, debentures, notes, receipts, evidence of debts, releases and satisfaction of mortgage, judgments and
other debts, waivers of statutes of limitation, and such other documents and instruments in writing of whatever
kind and nature as may be necessary or proper in the premises, as fully as Client might do if done in its own
capacity.
7. Banking Powers
To make, draw, sign in Client’s name, deliver and accept checks, drafts, receipts for moneys, notes, or other orders
for the payment of money against, or otherwise make withdrawals from any commercial, checking or savings
account which Client may have in its sole name or in joint name with its spouse or other person(s), in any bank
or financial institution, for any purpose which Attorney may think necessary, advisable or proper; and to endorse
and negotiate in its name and deliver checks, drafts, notes, bills, certificates of deposit, commercial paper, money
market instruments, bills of exchange or other instruments for the payment of money and to deposit same, as cash
or for collection, and cash into any commercial, checking or savings account which Client may have in its sole
name or in joint name with its spouse or other person(s), in any bank or financial institution; and to carry on all
its ordinary banking business.
8. Tax Returns
To prepare, execute and file reports, returns, declaration, forms and statements for any and all tax purposes
including income, gift, real estate, personal property, intangibles tax, single business tax, or any other kind of tax
whatsoever, to pay such taxes and any interest or penalty or additions to make and file objections, protests, claims
for abatement, refund or credit in relation to any such tax proposed, levied or paid; to represent Client and to
institute and prosecute proceedings in court or before any administrative authority to contest any such tax in
whole or in part or for recovery of any amount paid in respect of any such tax, to defend or settle any amount
1817
paid in respect of any such tax, to give full and final receipt for any refund or credit and to endorse and collect any
check or other voucher; to pay any and all such taxes and any interest, penalty or other additional amounts, to
employ attorneys, accountants or other representatives and grant powers of attorney or letters of appointment
for any of the purposes stated above.
9. Safe Deposit Box
To have access to any safe deposit box of which Client is a tenant or cotenant with full power to withdraw or
change from time to time the contents of it; and to exchange or surrender the box and keys to it, renew any rental
contract for it, and to do all things which any depository, association or bank or Attorneys may require, releasing
the lessor from all liability in connection with it.
10. Employ Agents
To employ and compensate agents, accountants, attorneys, real estate brokers and other professional assistance
and to retain and compensate such persons for services rendered; to waive any attorney-client privilege.
11. Motor Vehicles
To apply for a Certificate of Title upon, and endorse and transfer title, for any automobile, or other motor vehicle,
and to represent in such transfer assignment that the title to the motor vehicle is free and clear of all liens and
encumbrances except those specifically set forth in such transfer assignment.
12. Settlement Powers
To adjust, settle, compromise or submit to arbitration any accounts, debts, claims, demands, disputes or matters
which are now subsisting or may hereafter arise between Client or its Attorney and any other person or persons,
or in which any property, right, title, interest or estate belonging to or claimed by Client may be concerned.
13. Legal Actions
To commence, prosecute, enforce or abandon, or to defend, answer, oppose, confess, compromise or settle all
claims, suits, actions, or other judicial or administrative proceedings in which Client is or may hereafter be
interested, or in which any property, right, title, interest or estate belonging to, coming to or claimed by Client
may be concerned.
14. Dividends
To receive all dividends which are or shall be payable on any and all shares of stock in any corporation which may
stand in Client’s name on the books of such corporation or to which Client may be, in equity or otherwise,
beneficially entitled; or to elect to reinvest such dividend, all as Attorney may deem appropriate.
15. Vote Stock
1818
To vote at all stockholder meetings of corporations and otherwise to act as Client proxy or representative in
respect of any shares now held or which may hereafter be acquired by Client and for that purpose to sign and
execute any proxies or other instruments in its name and on its behalf.
16. Transfer Stock
To sell, assign, transfer, and deliver all and any shares of stock standing in Client’s name on the books of any
corporation, or to which Client may be, in equity or otherwise, beneficially entitled, and for the purpose to make
and execute all necessary acts of assignment and transfer.
17. Insurance and Employee Benefit Plans
To redeem, surrender, borrow, extend, cancel, amend, pledge, alter or change, including change of beneficiary of
any insurance policies in which Client may have an interest, as Attorney may deem proper and expedient, and for
such purpose to sign and execute any documents, affidavits or forms required in Client’s name and on its behalf,
except however, Attorney shall have no power and authority over life insurance policies Client may own on
Attorney's life; and to exercise all powers and options involving retirement programs, compensation plans,
pension, profit sharing and other employee benefit plans.
18. Social Security and Government Benefits
To make application to any governmental agency for any benefit or government obligation to which Client may
be entitled; to endorse any checks or drafts made payable to Client from any government agency for its benefit,
including any Social Security checks.
19. Business Interests
To continue to conduct or participate in any business in which Client may be engaged or to carry out, modify or
amend any agreement to which Client may be a party, and to sell, exchange, modify or terminate such interest to
or with such person or persons as Attorney may deem proper and on such terms and with such security as
Attorney may deem appropriate; execute partnership agreements, and amendments; incorporate, reorganize,
merge, consolidate, recapitalize, sell, liquidate or dissolve any business; elect or employ officers, directors and
Attorneys; carry out the provisions of any agreement for the sale of any business interest or the stock in it.
20. Borrow
To borrow from time to time such sums of money and upon such terms as Attorney may think expedient for or
in relation to any purpose or object which Attorney may deem proper or expedient, unsecured or upon the
security of any of Client’s property, whether real or personal or otherwise, and for such purpose to give, execute
in its name, deliver, and acknowledge promissory notes and/or renewals of, mortgages, pledges and guaranties
with such powers and provisions as Attorney may think proper or requisite.
1819
21. Debts and Expenses
To pay, compromise, and settle any and all bills, loans, notes or other forms of indebtedness owed by Client at
the present time, or which may be owed by Client or incurred by Attorney for Client benefit at any time in the
future, and to incur and pay from any of Client’s assets or property all reasonable expenses in connection with
the control, management, and supervision of Client’s property and the maintenance, support, care, and comfort
of Client, including reasonable compensation for the services of professionals, and including the fees and charges
of such attorneys, accountants or others as Attorney may, in the exercise of discretion, employ in the management
of any of Client’s affairs.
22. Investments
To invest and reinvest in loans, stocks, bonds, including bonds purchased at a discount but redeemable at face
value, securities, real estate, life insurance, annuities or endowment policies or combinations of them, or in any
other investment which Attorney may deem proper; to reduce the interest rate at any time and from time to time
on any mortgage or land contract; to deal with and give instructions to any brokerage firm with respect to the
purchase, sale or other disposition of securities and other assets, add assets to or withdraw assets from any account
in Client’s name, and sign any representation, certification or agreement, including agreements regarding margin,
option trading, or commodities accounts, that Attorney deems advisable.
23. Restrictions on Attorney's Powers
a. Attorney cannot execute a will or codicil on Client’s behalf.
b. Attorney cannot execute any trust on Client’s behalf, however, Attorney can enter into a custodial
agreement with a bank with trust powers.
c. Attorney cannot divert Client’s assets to itself, its creditors or its estate.
d. Attorney shall not exercise, and shall not be vested with any incidents of ownership as to insurance
policies insuring Attorney's life, owned by Client.
e. Attorney is a fiduciary, possessing no general or limited power of appointment.
f. Attorney shall not exercise any powers which Client received from Attorney in a fiduciary capacity,
and Attorney shall have no authority to exercise any powers, the exercise of which would cause assets
of mine to be considered as taxable in Attorney's estate for the purposes of the federal estate tax or the
[%] inheritance tax.
1820
24. Interpretation and Governing Law
This instrument is to be construed and interpreted as a general durable Power of Attorney. The enumeration of
specific powers here is not intended to, nor does it, limit or restrict the general powers granted here to Attorney.
Paragraph headings are for convenience only and are not to be deemed to be part of this instrument. This
instrument is executed and delivered in the state of [STATE/PROVINCE], and the laws of the state of
[STATE/PROVINCE] shall govern all questions as to the validity of this power and the construction of its
provisions.
25. Third-Party Reliance
Third parties may rely upon the representation of Attorney as to all matters relating to any power granted to
Attorney, and no person who may act in reliance upon the representations of Attorney or the authority granted
to Attorney shall incur any liability to Client or its estate as a result of permitting Attorney to exercise any power,
and for the purpose of inducing third parties to rely on this power of attorney, Client warrants that, if this power
of attorney is revoked by Client or otherwise terminated, Client will indemnify and save such third party harmless
from any loss suffered or liability incurred by such third party in good faith reliance on the authority of Attorney
prior to such third party's actual knowledge of revocation or termination of this power of attorney whether such
termination is by operation of law or otherwise. This warranty shall bind Client’s heirs, devises and personal
representatives.
26. Disability of Principal
This power of attorney shall not be affected by Client’s disability. The authority of Attorney shall be exercisable
notwithstanding Client’s later disability or incapacity or later uncertainty as to whether Client is alive. Any act
done by Attorney during any period of Client’s disability or incompetency or during any period of uncertainty
as to whether Client is alive shall have the same effect as though Client was alive, competent and not disabled, and
shall inure to the benefit of and bind Client, its heirs, devisees and personal representatives.
27. Photographic Copies
Photographic or other facsimile reproductions of this executed power may be made and delivered by Attorney,
and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts
in reliance upon any representation or certificate of Attorney, or upon a reproduction of this power, shall not be
liable for permitting Attorney to perform any act pursuant to this power.
ATTORNEY CLIENT
1821
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ACKNOWLEDGMENT
State of [state]
County of [county]
Witness its hand and official seal.
Signature
Notary
(Seal)
1823
REVOCATION OF POWER OF ATTORNEY
This Revocation of Power of Attorney (the “Agreement”) is made and effective [DATE],
KNOW ALL MEN BY THESE PRESENTS, that the [General or Special] Power of Attorney executed by
[name of principal], constituted and appointed [name of attorney], for the purpose set forth in said Power of
Attorney, is hereby wholly revoked, cancelled and annulled.
This document acknowledges that the Client – grantor of the Power of Attorney – hereby revokes, rescinds and
terminates said Power of Attorney and all authority, rights and power thereto effective this date.
ATTORNEY CLIENT

ACKNOWLEDGMENT
State of [state]
County of [county]
Signature
Notary
(Seal)
1824
UNLIMITED POWER OF ATTORNEY
This Unlimited Power of Attorney (the “Agreement”) is made and effective [DATE],
RECITALS
BE IT KNOWN, that Client, do hereby grants an Unlimited Power of Attorney to Attorney, as its attorney-in-
fact.
TERMS
1. The attorney-in-fact shall have full powers and authority to do and undertake all acts on Client’s behalf
that Client could do personally including but not limited to the right to sell, buy, lease, mortgage, assign,
rent or dispose of any real or personal property; the right to execute, accept, undertake and perform all
contracts in Client’s name; the right to deposit, endorse, or withdraw funds to or from any of Client’s
bank accounts or safe deposit box; the right to initiate, defend, commence or settle legal actions on
Client’s behalf; and the right to retain any accountant, attorney or other advisor deemed necessary to
protect Client’s interests relative to any foregoing unlimited power.
2. The attorney-in-fact hereby accepts this appointment subject to its terms and agrees to act and perform
in said fiduciary capacity consistent with its best interests as Attorney in his best discretion deems
advisable.
3. This power of attorney may be revoked by Client at any time, provided any person relying on this power
of attorney shall have full rights to accept the authority of the attorney-in-fact until in receipt of actual
notice of revocation.
ATTORNEY CLIENT
1825
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ACKNOWLEDGMENT
State of [state]
County of [county]
Signature
Notary
(Seal)
1826
EMPLOYMENT REFERENCE LETTERS
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: A BOUT YOUR REQUEST FOR A LETTER OF

RECOMMENDATION
I was flattered to receive your call last week requesting a letter of recommendation.
Your skills as a [Function] are, I’m sure, very strong. Our association, of course, has been as [Function] for
[Organization/Association]. In this capacity I could certainly vouch for your skills in the art of persuasion.
Yet we haven’t always agreed on all issues; most recently, our views on [Specify] could not be more different. In
light of especially this recent issue, I worry that I could provide a letter that displays no evidence of our conflict.
The bottom line, [Contact name], is that I believe you’d be better served to request such a letter from someone
with whom you are not currently experiencing such a difference of opinion.
Good luck to you in your job search.
Sincerely,
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Address
Address2
Zip/Postal Code
OBJECT: EMPLOYER’S VERIFICATION ON LOAN

APPLICANT
Dear [contact name],
Following is the information you requested on [LOAN APPLICANT].
Entered our employ:

Present Position:
Gross Monthly Salary:
Overtime:
Bonus or
Commission:
Total Monthly Salary:
Probability of Continued Employment:
Does Employee have re-employment rights for: Sick Leave? Maternity Leave?
Other Remarks:
The above is furnished in strictest confident to your request.
Sincerely,
Your name
Your title
Telephone contact
1828
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: I AM MUST PLEASED TO WRITE A REFERENCE FOR …
I am most pleased to write a character reference for [Name].
I have known [Name] since I first moved to [City], when he/she was [Age] years old. As [Function] of
[Organization/Association], I have been able to watch [Name] mature into the fine young men/lady he/she is
today. He/she is a tireless worker, having given the most volunteer hours of any of our young adults in
[Organization]. He/she is always cheerful and dependable.
I am sure that whoever hires him/her will find him/her a good worker as well as a pleasant person. He/she is truly
a gem.
Sincerely,
Your name
Your title
Telephone contact
1829
[date]
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: I HIGHLY RECOMMEND …
I am happy to recommend [Name] for employment at your company.
I had the pleasure of working with [Name] at [Company] in [City] where she was the [Title] of the [division].
He was organized, efficient, and willing to do whatever was needed to get a particular task finished. Because there
were often last-minute deadlines, his cooperative attitude and good cheer were important and appreciated.
Although his primary duties were [Specify], he assumed some [Specify] duties as well.
He is also a most dependable team player. His good judgment and mature outlook ensure a logical and practical
approach to his endeavors. [Name] would be an asset to any organization, and I am happy to give him my
wholehearted endorsement.
Because of his ambition, professionalism and great commitment [Name] deserves serious consideration as a
potential employee, and I recommend him highly.
Sincerely,
Your name
Your title ©
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Address
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Zip/Postal Code
OBJECT: LETTER OF REFERENCE
Please be advised that we have worked with [Name of company or person] for over [Number] years and hold
[them/him/her] in the absolute highest regard.
Let me outline some of the reasons why we have such an opinion:



In short, we are able to make this recommendation without any qualifications whatsoever. Please feel free to call
me at the number indicated below if I can add anything further.
Sincerely,
Your name
Your title ©
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Address
Address2
Zip/Postal Code
OBJECT: OFFER OF LETTER OF RECOMMENDATION
The fact that you will be leaving our firm shortly has been brought to my attention. We are very sorry to lose you
inasmuch as your work has always been most satisfactory and we were hoping that you would remain with the
[name of firm] for many years. I understand that you are leaving for personal reasons that have nothing to do with
this organization.
I will be happy to provide you with a letter of recommendation, if you so request. You may find this helpful in
securing a position with another firm in your new area. Please advise my secretary of your intent in this matter, so
that we can have it prepared for you before your departure.
I know that I speak for everyone here at [name of firm] in wishing you the very best of luck in the future.
Sincerely,
Your name
Your title
Telephone contact
1832
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PERSONAL RECOMMENDATION AND REFERENCE

I have been privileged to know [candidate] for [number] years in my role as [title] at [company]. I am currently
[title].
While [candidate] reported to me at [company], I found her management abilities to be invaluable in helping me
to establish [company] as a leader in the [industry] market. Her conscientious effort and cooperation in doing
professional, high-quality work were appreciated.
As a [title], [candidate] was efficient, innovative, and responsive. She motivates her people with challenge and the
opportunity for personal growth.
If you find that [candidate]'s career objectives match your position description, I know of no reason you would
be disappointed by her employment Performance. Please let me know if you require further information.
Sincerely,
Your name
Your title
Telephone contact
1833
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: PERSONAL RECOMMENDATION OF

[EMPLOYEE]
I am writing in regards to your recent inquiring about [name of employee]. [name of employee] has worked with
this company for the past [number] years. During this time he has shown a great deal of enthusiasm for his work
and has taken on responsibilities above and beyond what his position as [position] required. Above all,
[EMPLOYEE] was a "team player" and motivated fellow employees during long hours of work.
In short, I would like to highly recommend [employee] as a qualified applicant for the position of [new position]
within [name of company].
Thank you.
Sincerely,
Your name
Your title
Telephone contact
1834
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: R EFUSAL OF R EQUEST FOR L ETTER OF

R ECOMMENDATION
Your request for a letter of recommendation from our firm cannot be granted. While the work that you
performed for us was always satisfactory, we do not feel that it would be fair to either you or our firm
to evaluate your capabilities based on a [Number] month tenure of employment.
If any inquiries are made of us, we will reply most favorably. We wish you the best of luck in the future.
Sincerely,
Your name ©
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Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR CHARACTER REFERENCE

[Applicant] has applied with our company for a position in our [Specify] department as a [Function]. He has
given your name as a character reference. Would you be kind enough to provide us with your written evaluation
of this individual. Please be assured that your response will be treated with confidentiality.
Thank you.
Sincerely,
©
Your name C
Your title o
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Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR EMPLOYMENT REFERENCE

We have received an application for employment from [Name], seeking a position with our firm in the capacity
of [Position]. We understand the applicant was previously employed by your firm.
Accordingly, we would appreciate a reference on the individual, including confirmation of the dates of
employment with you, performance evaluation, and reasons for termination.
Please advise whether your reference should be held confidential.
Sincerely,
Your name
Your title
Telephone contact
1837
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR REFERENCE

The above-named individual has applied for a position with our company and indicates previous employment
with your firm. The information requested below will help us to evaluate the applicant. We will hold your
comments in strict confidence. We thank you for your cooperation.
Sincerely,
Your name
Your title
Telephone contact & Email
Please indicate Department:

Position with your firm:
Employed From Through
Final Salary $ Social Insurance Number
Please rate the applicant, (good/fair/poor), on the basis of his employment with you:
Ability Conduct Attitude
Efficiency Attendance Punctuality
What was the reason for termination?
Would you re-hire? . If not, give reason:
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OBJECT: R ESPONSE TO I NQUIRY C ONCERNING F ORMER

E MPLOYEE
This is to acknowledge receipt of your inquiry of [Date] in which you requested information regarding a previous
employee of our firm.
It is against the policy of our company to release any detailed information regarding the performance of any of
our previous employees. Our records show that [Name] was employed by us from [Date], [Year] to [Date], [Year].
We are sorry that we cannot be of further assistance.
Sincerely,
Your name
Your title
Telephone contact
1839
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code

TO WHOM IT MAY CONCERN:
This will confirm that [Name] has been employed by [Company name] for approximately [Duration]. During
his tenure of employment, he has displayed a unique ability to identify and solve problems. He has been
instrumental in the streamlining our accounting department. His experience in the accounting and finance area
has been a valuable asset, one which can be of great value to any company utilizing his services. He is loyal and
always places the welfare of the company above all else. His long hours and his patience with employees under
him and with management make him an ideal employee. If available, he can certainly count on re-employment
with our firm, should the opportunity arise.
Any company considering this individual for employment has my most enthusiastic recommendation. If his
performance here is any indication, he is destined to achieve new heights in his career, and set new records for his
future employer, as he did here.
Sincerely,
Your name
Your title
Telephone contact
FIRING AND TERMINATION
1840
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: ACCEPTANCE OF RESIGNATION

I have just been informed that you are quitting [COMPANY]. I must admit that it is with deep regret that we
accept your resignation as [position] of the [COMPANY].
We understand the demands that this position requested, and appreciate the tremendous contributions you have
made as [position].
securing a position with another firm. Please advise my secretary of your intent in this matter, so that we can have
it prepared for you before your departure.
I know that I speak for everyone here at [COMPANY] in wishing you the very best of luck in the future.
Sincerely,
Your name
Your title
Telephone contact
1841
ACKNOWLEDGMENT OF OBLIGATIONS
1. I understand and acknowledge that during my employment with [Company name] ("the Company") I have
received or been exposed to trade secrets of the Company including, but not limited to, the following: [List
trade secrets or "those listed on Exhibit A to this Agreement" (and attach list of trade secrets to document
labeled as exhibit A)].
2. I acknowledge that I have read, signed and been furnished with a copy of my Employment Agreement with
the Company. I certify that I have complied with and will continue to comply with all of the provisions of
the Employment Agreement, including my obligation to preserve as confidential all of the Company's trade
secrets.
3. I certify that I do not have in my possession, I have not retained copies of, nor have I failed to return: any
system documentation, user manuals, modification reports, training instructions, formulas, compilers, data
structures, algorithms, computer source code, notebooks, notes, drawings, proposals or other documents or
materials (or extracts thereof), or equipment or other property belonging to the Company.
4. [OPTIONAL CLAUSE; FOR USE WITH CREATIVE EMPLOYEES, SUCH AS PROGRAMMERS:]
During my employment I contributed to the development of the Company's trade secrets. I acknowledge
that, as provided in my Employment Agreement, all right, title and interest in and to any [Specify type of
work] conceived or developed by me, whether in whole or in part, during the course of my employment by
the Company belongs to the Company.
EMPLOYEE COMPANY
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OBJECT: ANNOUNCEMENT OF A RETIREMENT

[Name] is retiring from his/her position as [Title] effective [Date].
[Name] started with [Company] in [Year] as a [Function], eventually working his/her way up to [Title]. When I
first started here in [Year], [Name] helped me better understand the challenges associated with my work. I
remember him/her giving me some precious advice on [Specify]. I’m sure we’ve all learned similar lessons from
[Name] about how to be better [Function].
In retirement, [Name] plans to move to [City] to be closer to his/her children and grandchildren. He/she told me
yesterday he/she also plans to pursue the novel he/she has wanted to write. He/she is happy about having more
time to improve his/her golfing. We wish him/her well.
We are having a retirement party at lunch this coming Friday to honor [Name] as he/she retires from our staff. A
buffet lunch will be served and we’ll all toast to a wonderful and productive retirement for a top [Title] whom
we will all miss.
Sincerely,
Your name
Your title, Telephone contact, youremail@yourcompany.com
1843
CHECKLIST FOR PRE-LAYOFF GUIDELINES
Before considering a layoff or downsizing you should plan to address the following checklist:
o Prepare a layoff policy if you don’t already have one. Emphasis on the importance of objective
factors like company needs, financials, seniority, past work performance, anticipated needs for
skills and experience, and compliance with laws. Create a “ranking” process using these factors,
and follow it consistently through a form-based approach.
o Ask your lawyer and review team to analyze your Reduction in Force (RIF) procedure before and
after it is implemented.
o Consider hiring an industrial relations statistician to review a RIF decision before they are
implemented to prevent disparate impact discrimination claims.
o Analyze possible alternatives to downsizing such as wage reduction, benefit reduction, and
elimination of overtime. Approach your employees and find out if they can think of new ways to
generate business. Look for old projects that can be expanded or old clients that can be reactivated.
o Increase company communications including company and individual expectations,

benchmarks, guidelines, and feedback mechanisms.
o Be open with information. Share your financial position with your employees through open book
management.
o Assist those who will be leaving through severance packages, out-placement opportunities,
consulting agreements, counseling services, employee assistance programs, etc.
o Offer early retirement or voluntary resignation with a severance package. If you want employees
to stay beyond a certain date, state that the severance will be paid only if employees stay through
that date. Require the signing of a release as consideration for any severance package.
o Offer counseling services for those who stay.
o Prepare an information sheet to hand out to employees explaining the layoff or downsizing
process. Consider a question-and-answer approach.
o Restructure the organization. Involve your employees and create flexibility, performance
agreements, and a compensation system that is based on the value contributed by each employee.
Downsizing without restructuring is a formula for disaster!
1844
o Avoid claims and litigation by departing employees through separation agreements, and a strict
adherence to company guidelines. Be particularly sensitive to older workers, long term employees,
women, and minorities.
o Remember that there is a cycle of change and loss that applies to the workplace as well as the home
life. That cycle is denial, anger, bargaining, depression, and eventual acceptance.
o Use a grievance system, ombudsman or hotline program to handle complaints of unfairness.

o Provide departing employees with required handouts and pamphlets related to continued
medical benefits and unemployment rights.
o Celebrate the emergence of the new company!
1845
CHECKLIST: PRE-TERMINATION
Consider the following points prior to the termination of any employee. Obviously, not all items will apply to all
employees or all circumstances but following this checklist will ensure you are not missing on important matters.
Find out if the termination is the fault of the employee or the system. If the latter, termination may not solve
the problem and may lead to litigation, lowered morale and employee and customer defection.
Ensure that the employee’s personnel file has been reviewed and there is proper documentation supporting
the termination decision, including investigation, warnings and witness statements.
Any company policies and procedures violated by the employee are reasonably related to the operation of the
business or the employee’ job performance.
The termination procedure follows company policies and procedures.
Other employees have been treated similarly under the same or similar circumstances.
The employee has been subjected to progressive discipline where warranted.
If the employee is within a protected class, discriminatory motives have been ruled out.
All employee complaints have been fully investigated and the recommended termination is not the result of
retaliation for communicating any grievance, claim or complaint.
Before recommending termination, have you considered: restructuring the job; moving the employee’s work
location; a demotion; a transfer; new supervision; leave without pay; referral to an employee assistance
program; voluntary resignation; or other alternatives?
There are no implied, written or oral contracts with this employee governing the termination decision.
The termination has been independently reviewed and approved by the Human Resources Department or
another third party.
Written notice of termination has been prepared.
A plan has been adopted for informing the employee of their termination in a brief and dignified manner.
You have considered consulting an employment attorney prior to the termination decision.
1846
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CHECKLIST WHEN SHOULD YOU FIRE AN EMPLOYEE?
These items are not meant to be determining factors in releasing an employee. Rather, they are listed as items to
consider in determining the value or contribution of the employee to your organization. If you answer "yes" to
many of these questions about your employee, you should think about how much or how little this employee is
doing for your business.
❑ Constantly sidesteps problems that consistently happen.
❑ Blames others (including yourself) when things go wrong.
❑ Allows criticism of the company to go unchallenged
❑ Doesn't worry about when he/she is consistently late for work or meetings.
❑ Postpone completion of projects as long as possible.
❑ Avoids seeking clarification of misunderstands so he/she can criticize later.
❑ Never volunteers for an assignment when not absolutely certain of success.
❑ Does not worry about deadlines.
❑ Maintains same sources of information and bases decisions on opinions rather than facts.
❑ Tries to be as worry free as possible.
❑ Transfers or releases good people who disagree with him or her.
❑ Sees delegating as a way of getting rid of unpleasant chores.
❑ Keeps busy on current projects and is uncomfortable about future planning.
❑ Allows someone else to do his or her recruiting and selection.
❑ Tends to criticize others in public rather than in private.
❑ Is insulated from contact with subordinates.
❑ Frequently tries to let you know how much you depend on him/her everyday.
❑ Is not concerned about promotable people if they might take his or her place.
❑ Is uncomfortable when he or she must depend on subordinates to provide answers.
❑ Concentrates efforts on preferred tasks rather than on those he or she likes to do least.
❑ Compliments you frequently, even when a reason must be created.
❑ Downplays the competence of other people.
❑ Takes as few risks as possible.
❑ Waits as long as possible before delivering bad news.
❑ Limits efforts to "on-the-job" hours; rarely takes work home. ©
❑ Resists signing up for self-improvement programs not paid for by the company. C
❑ Joins in conversations about the "good old days" as often as possible. o
❑ Talks a lot about how difficult it is to measure his or her job. p
❑ Hides talented people to further his or her own career. y
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Contact Name
Address
Address2
Zip/Postal Code
OBJECT: T ERMINATION OF YOUR EMPLOYMENT

We regret to inform you that your employment with this firm is terminated effective on receipt of this letter for
the following reason(s):
[DETAIL REASONS]
Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date
in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination
we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with
applicable law and/or provisions of our personnel policy.
Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you
for the return of any company property.
Yours truly,
Your name
Your title
Telephone contact
1848
PROPRIETARY RIGHTS ACKNOWLEDGEMENT UPON
TERMINATION
This Acknowledgment (the "Agreement") is made and effective this [Date],
TERMS
As a former employee, you hereby acknowledge and agree:
1. Through the course of your employment with the Company, you have been involved in and
contributed to the development of certain items that are proprietary to the Company and have been
exposed to certain information that is proprietary and of strategic and operational advantage of the
Company. These items may have included items that are copyrightable, subject to trademark
protection, trade secrets, confidential, subject to patent protection, or otherwise considered by the
Company to be proprietary in nature. They include things such as business and marketing plans,
strategic development plans, financial information, market studies, promotional plans, advertising,
computer programs and source codes, databases and database engines, logos, web sites, system
documentation, computer algorithms, data, enhancements and improvements, training programs,
customer inquiries and complaints, modification reports, customer lists, and other information and
materials that are of a strategic importance to the Company. These items are all assets of the Company
and are of considerable business and strategic advantage to the Company and is protected under
copyright law, trade secret law, patent law, trademark law, and a variety of state laws and under
provisions that are included in any confidentiality agreement, employment agreement or other
agreement that you may have signed and under the general employment policies of the Company.
2. You acknowledge and agree that your contributions to the development of all proprietary
information of the Company was done in the course and within the scope of your employment and
that all work product arising and resulting from your efforts is the property of the Company.
3. You acknowledge that the [Employment Agreement; Confidentiality Agreement; Other Agreement]
that you signed upon your initial employment with the Company, as well as the Company Policy On
Proprietary Information, state that all such work product is the proprietary property of the Company.
4. You acknowledge and agree that all of the work product that you developed or contributed to, directly
or indirectly, during your term of employment with the Company, were “works made for hire” as
defined in the [COUNTRY] Copyright Act and as such the Company will be deemed as the “author”
of such work product for Copyright Law purposes.
5. Upon your termination, you must refrain from any use, disclosure or exploitation of all proprietary
information of the Company, including such proprietary information that was developed through
your efforts. The Company claims all copyrights and other legal protection in and to such
1849
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information and as such, any use by you of such information will be an infringement on the rights of
the Company, in addition to being a violation of any agreement that you may have signed and this
Agreement. Certain of the Company’s proprietary information is also protected under state and
federal trade secrets laws which your use or disclosure of such information would also violate.
6. Prior to departing from the Company facilities, you shall turn over all items in your possession that
contain any proprietary information of the Company. By executing in the space provided below you
certify, acknowledge, agree, represent and warrant that all items containing any proprietary
information of the Company have been delivered to the Company and that you are no longer in
possession of any such materials.
7. You acknowledge and agree that all Company proprietary information is of substantial value and
strategic importance to the Company and that disclosure or use of the same will cause irreparable
injury to the Company and its prospects. As such, you agree that damages and injury to the Company
in the event of unauthorized disclosure or use would difficult to ascertain and calculate with certainty.
The Company will be entitled to equitable relief, including but not limited to injunction against the
unauthorized use and disclosure of any Company proprietary information. You agree that these
equitable remedies are appropriate forms of relief.
BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVE PREVIOUSLY
ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICTING YOU FROM
DISCLOSURE OF PROPRIETARY INFORMATION AND THAT YIU UNDERSTAND THAT THE
TERMS OF THOSE RESTRICTIONS CONTINUE INDEFINATELY FOLLOWING THE
TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY. YOU FURTHER
ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND COMPANY POLICIES WITH
RESPECT TO PROTECTION OF PROPRIETARY INFORMATION AND THAT YOU WILL TAKE
NO ACTIONS CONTRARY THERETO.
YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT AND
THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH ALL OF THE
ITEMS CONTAINED HEREIN.
COMPANY EMPLOYEE
1850
EXIT INTERVIEW FORM
We want to improve our personnel practices and make our company a better place to work. Your answers will be
kept confidential.
Name: Date:
Job Title: Department:
Hire Date: Separation Date:
Employee Informed of Restrictions On:

Solicitations of customers Restrictions on solicitations of employees
Removing company documents Patents
Confidentiality obligations Customer lists
Other
Return of:
Keys Credit Card ID Card
Building Pass Company Documents
Company Equipment Other Company Property
Reason for Leaving (Voluntary/Involuntary):
1. Did you feel sufficiently trained and oriented for your job?
Please comment:
2. Did you feel that you were treated with respect & responsibility by co-employees and management?
Please comment:
3. Do you feel that you could have done your job better if you were provided different or better
resources? What resources would you have needed?
Please comment:
4. Did you feel free to discuss suggestions or problems with your supervisor or manager?
Please comment:
5. Did your supervisor or manager provide you with clear instructions and expectations?
Please comment:
6. Were any employees given preferential treatment or discriminated against?

Please comment:
1851
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7. Did you witness or have knowledge of any unethical or illegal acts or practices engaged in by any
employees of this company?
Please comment:
8. Do you have any suggestions for improving company management?

Please comment:
9. Do you have any suggestions for improving the quality of our goods or services?
Please comment:
10. Were working conditions satisfactory? Was your pay adequate?

Please comment:
11. Do you have any suggestions for improving communication in this company?
Please comment:
12. Do you have any suggestions for improving customer relations in this company?
Please comment:
13. Do you have any suggestions for improving employee motivation in this company?
Please comment:
14. Do you have a new job that you expect to begin within the next few weeks? With whom? What does
that company offer you that this company didn’t?
Please comment:
15. Do you feel your training was adequate?
16. Would you consider coming back to the company?
Are security arrangements appropriate in the company? Could they be improved?
I have returned, or arranged for the return of, all company property, including, but not limited to, computers,
software, documents, financial records, personnel files, equipment and tools, vehicles, credit cards, keys, security
cards, parking passes, works in progress, client or customer lists, books, resource materials, and confidential or
trade secret items.
1852
Signature Date
Interview performed by:

©
Name: Title: C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: FINAL WARNING BEFORE DISMISSAL

You have been previously notified of certain problems in your performance as an employee, which problems
appear to continue. Because we believe that you can improve your performance and modify your behavior, we
want to give you that last chance. Following is what was to blame as reported by your superior:
[Detail]
Any further violations of company policy or failure to perform in accordance with our standards shall result in
immediate dismissal without further warning.
Sincerely,
Your name
Your title
Telephone contact
1854
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: L ETTER OF R ESIGNATION

This is to inform you that an opportunity has presented itself that will enable me to work in the area of my
stated preference, which is [Designate]. Although there is much to say, I believe the reasons leading to this decision
are known by you, and I will therefore leave them unsaid at this time.
I am therefore tendering my resignation from your company and wish to advise you that [Date] will be my last
day of employment.
I would like to thank you for the experience of having worked for [Name of firm], a truly outstanding
organization and offer my best wishes for your continued success.
Best wishes,
Your name
Your title
Telephone contact
1855
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: MUTUAL TERMINATION OF CONTRACT

This letter shall acknowledge our mutual agreement to cancel and terminate the contract between us dated [Date];
without further recourse by either party.
I would like to thank you for the experience of having worked for [Name of firm], a truly outstanding
organization and offer my best wishes for your continued success.
Best wishes,
Your name
Your title
Telephone contact
C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: ANNOUNCEMENT OF A LAYOFF

Unfortunately, and unexpectedly, [Company] was not awarded the contract for the [Product/service] for which,
until recently, we thought we were a shoe-in. The customer preferred [Product/service] from [Competitor]
because of [Specify]. We could not certify [Specify] and lost the contract on that basis.
Because that contract was projected to be a significant part of our total revenue over the next two to three years,
we are enforcing a hiring freeze effective immediately and may be looking at layoffs for up to [%] of the staff
within the coming months. At this time, we do not know for certain how many and which employees will be
affected by the layoff. However, we want employees to be aware of this potential problem and to plan accordingly.
Supervisors will be kept informed and will communicate the status of the situation to employees on a regular
basis. Employees having concerns about employment status should see me or their supervisors.
Sincerely,
Your name
Your title
Telephone contact
1857
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF LAYOFF

We had been hoping that during this difficult period of reorganization we could keep all of our employees with
the company. Unfortunately, this is not the case. It is with regret, therefore, that we must inform you that we will
be unable to utilize your services after [Date]. We have been pleased with the qualities you have exhibited during
your tenure of employment with us, and will be sorry to lose you as an employee of the company.
securing a position with another firm. Please advise my secretary of your intent in this matter, so that we can have
it prepared for you before your departure.
Please accept our best wishes for your future.
Best wishes,
Your name
Your title
Telephone contact
1858
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: N OTICE OF R EVOCATION OF A UTHORITY

[Name of former employee] is no longer an employee of this corporation and is therefore no longer authorized
to act, in any form whatsoever, on our behalf.
I am requesting that this information be relayed to all of your department heads.
Thanks in advance for your collaboration.
Sincerely,
Your name
Your title ©
Telephone contact C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: TERMINATION NOTICE

Dear [Employee Name],
It is with regret we inform you that your employment with this company has been terminated effective [Date].
Enclosed is your final paycheck with accrued vacation and other benefits. Let us know if you believe it to be
inaccurate. We will contact you regarding continuation of your insurance coverage and any other benefits.
You are being terminated due to your conduct over [Time Period], which most recently includes [List Employee
Conduct]. It is your option to express your belief about the merits of your termination during your exit interview,
scheduled for [Date & Time].
As an offer of assistance, you have the option of obtaining a [two (2) week] severance package in exchange for the
signing of a General Release. This offer is conditioned upon your return of all company property. The company
reserves the right to oppose any claim for benefits.
It is the policy of this company to protect its trade secrets, customer lists and other confidential or proprietary
information as vigorously as possible. We remind you that we consider our clients, our business procedures and
our business plans to be proprietary. [Please remember that you have signed a Confidentiality and Non-
Disclosure Agreement.]
We request that you return any and all property that was generated or obtained during your employment with
this company, including any documents, handbooks, account ledgers, financial documents, manuals, computers,
computer programs, software, keys, security cards, etc.
Finally, should a prospective employer call this company for a reference, they will be provided with your dates of
employment and final job position. Should you desire a more extensive reference, we require that you supply us
with a completed and signed copy of the Reference Release form that is also attached to this letter.
Sincerely,
Your name
Your title
Telephone contact
1860
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: T ERMINATION OF EMPLOYMENT

This letter will confirm our discussion. Your employment with this company is terminated, effective today,
because of falsified information on your employee application.
Unfortunately, your action in this matter leaves us no choice. Our application form clearly states that falsifying
information will lead to disciplinary action, up to and including dismissal.
Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date
in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination
we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with
applicable law and/or provisions of our personnel policy.
Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you
for the return of any company property.
Sincerely,
Your name
Your title ©
Telephone contact C
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: NOTICE OF TERMINATION DUE TO WORK

RULES VIOLATION
You are hereby given notice that your employment with the company shall be terminated on [Date].
This action is necessary due to the following violations of company work rules:
[DESCRIBE]
Your final paycheck shall be for the period ending [Date]. There shall be no severance pay since your termination
was for just cause. Please contact [Contact name] concerning insurance coverage or other accrued benefits to
which you may be entitled.
We regret this action is necessary and wish you success in your future endeavors.
Sincerely,
Your name
Your title
Telephone contact
1862
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RESIGNATION
It is with deep regret that I must inform you of my need to leave [name of company] at the end of this [time].
After [number of months/years] employment with [name of company], I find that my anticipated career goals
are very different from the opportunities I am actually receiving in my current position.
I value the time I have spent with [name of company], and the friends I have made. This position has taught me
invaluable lessons about the [type of industry], and for this I am very grateful. I do feel, however, that a change in
my career plans is imminent in order for me to realize my full career potential.
Thank you for your continued support and guidance. I hope my departure does not place too much of an
inconvenience on the [department]. I will be happy to do whatever I can to make this transition as easy as possible.
Sincerely,
Your name
Your title ©
©
Telephone contact C©
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youremail@yourcompany.com oC
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Address ir
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OBJECT: RESIGNATION – GOING BACK TO SCHOOL iv
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As required by my contract of employment, I hereby give you [NOTICE PERIOD] week’s notice of my o
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I have decided to realize my professional and personal goals by accepting a formal offer to study for a [TYPE OF
COURSE] in [NAME OF COURSE]. This was not an easy decision and took a lot of consideration but I believe
it is an exciting step forward and one that I hope you will understand and support. Please be assured that I will do
all I can to assist in the smooth transfer of my responsibilities before leaving.
Should you have any need for my skills in the [AREA OF COURSE], I would of course consider returning once
I have completed my studies. In the meantime, I wish both you and [COMPANY] every good fortune and I
would like to thank you once again for the opportunity you gave me.
Sincerely,
Your name
Your title
Telephone contact
1864
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RESIGNATION – MOVING TO ANOTHER COMPANY

As required by my employment agreement, I hereby give you [NOTICE PERIOD] week’s notice of my intention
to leave my actual position as [POSITION].
I have decided that it is time to move and I have accepted a position in another firm. This was not an easy decision
and took a lot of consideration. However, I am confident that my new role will help me to move towards some
of the goals I have set for my career.
Please be assured that I will do all I can to assist in the smooth transfer of my responsabilities before leaving. I also
ensured the respect of my commitment to [COMPANY] regarding confidentiality and non-competition, as
specified in my employment agreement.
I wish both you and [COMPANY] every good fortune and I wolud like to thank you for the opportunity you
gave me.
Sincerely,
Your name
Your title
Telephone contact
1865
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: RESIGNATION
An opportunity has recently arisen whereby I will be able to make greater use of my educational Background and
special abilities in [field of employment].
Therefore, I am submitting my resignation effective [date effective].
I appreciated your help and guidance during my [time] with the [name of company] and I am pleased that I was
able to work for such a fine company.
Sincerely,
Your name
Your title
Telephone contact
1866
SEPARATION AND RELEASE A GREEMENT
This Separation and Release Agreement ("Agreement") is made and effective this [Date],
AND: [Company NAME] (the "Company"), a corporation organized and existing under the laws of the
Recitals
Employee is a former employee of the Company and the Parties wish to resolve any claim by Employee against
the Company and all other existing differences completely and amicably, without litigation. Employee
acknowledges that the payment to him under this Agreement is being made for the sole purpose of avoiding the
uncertainties, vexations and expense of litigation.
The Parties represent that they have been advised about the Agreement by their respective counsel, are competent
to enter into it, fully understand its terms and consequences, and enter into it knowingly and voluntarily.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained
in this Agreement, the Parties agree as follows:
1. No Admission
This Agreement is entered in connection with the compromise of disputed claims. Neither this Agreement nor
any action or acts taken in connection with this Agreement or pursuant to it will constitute an admission by
Company or any other person or entity of any violation of law, nor will it constitute or be construed as an
admission of any wrongdoing whatsoever. In fact, Company, its officers, employees, agents and representatives
specifically deny committing any unlawful act against Employee at any time.
2. Payment
Within three (3) days after execution of this Agreement, and in consideration for the promises and covenants
contained herein, Company will cause to be delivered to counsel for Employee a check in the amount of
[amount]. Except for this payment, Employee acknowledges and agrees that he is entitled to receive no other
payments, benefits, or compensation from Company. Employee represents that there are no outstanding
advances or other sums due to Company from Employee.
3. Tax
Appropriate tax deductions shall be made by the Company from the payment made under Section 2.
4. Release
Employee, on behalf of himself and his representatives, spouse, agents, heirs and assigns, releases and discharges
Company and Company's former, current or future officers, employees, representatives, agents, fiduciaries,
attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and
assigns from any and all claims, liabilities, causes of action, damages, losses, demands or obligations of every kind
and nature, whether now known or unknown, suspected or unsuspected, which Employee ever had, now has, or
hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or
thing of any kind whatsoever, relating to or based upon, in whole or in part, any act, transaction, practice or
1867
conduct prior to the date hereof, including but not limited to matters dealing with Employee’s employment or
termination of employment with the Company, or which relate in any way to injuries or damages suffered by
Employee (knowingly or unknowingly). This release and discharge includes, but is not limited to, [specify law],
claims arising under federal, state and local statutory or common law, including, but not limited to, [specify law],
claims for wrongful discharge under any public policy or any policy of the Company, claims for breach of
fiduciary duty, and the laws of contract and tort; and any claim for attorney’s fees. Employee promises never to
file a lawsuit or assist in or commence any action asserting any claims, losses, liabilities, demands, or obligations
released hereunder.
5. Known or Unknown Claims
The Parties understand and expressly agree that this Agreement extends to all claims of every nature and kind,
known or unknown, suspected or unsuspected, past, present, or future, arising from or attributable to any
conduct of the Company and its successors, subsidiaries, and affiliates, and all their employees, owners,
shareholders, agents, officers, directors, predecessors, assigns, agents, representatives, and attorneys, whether
known by Employee or whether or not Employee believes he may have any claims, and that any and all rights
granted to Employee under [law] or any analogous state law or federal law or regulations, are hereby expressly
WAIVED, if applicable. Said Section [name] of [law] reads as follows:
[retype paragraph]
6. Non-Disclosure
Employee and his counsel represent that they have not disclosed the terms of this Agreement to anyone other
than Employee's spouse. Employee, his counsel and Employee's spouse agree to keep the terms of the Agreement,
including the fact that a payment was made to Employee and the amount of such payment, strictly confidential
and, unless required by court order or other law, will not disclose such information without the prior written
permission of the Company to anyone except Employee's attorneys or tax advisors, if any, but only after
informing those persons that they too must keep the information confidential. If asked about the status of the
dispute between the Parties, Employee, his counsel and Employee's spouse may state only that "the matter has
been resolved" or words to that effect, but will not otherwise disclose any information about this Agreement or
its terms. Because a breach of this confidentiality paragraph would cause Company damages that are
impracticable or too difficult to fix, in the event of such a breach, Employee shall be liable to Company for
liquidated damages in the amount of [amount] for each breach, plus any attorneys' fees and costs owed pursuant
to Section 18 herein and any equitable relief.
7. Employer property and trade secrets
Employee will return to Company any and all of its property and documents which he or she may have in his or
her possession . including, but not limited to, documents, equipment, tools, computers, customer lists,
correspondence, handbooks, manual reports, plans, projects, drawings, marketing materials, software, tapes,
phones, cars, keys, security devices, inventions, formulas, and proprietary information within [days] from the
execution of this Agreement.
8. No Future Employment
Employee promises not to seek employment or any other business relationship at any time in the future with
Company or any of its parents or affiliates and he forsakes any right to be employed or to have any other business
relationship in the future with Company or any of its parents or affiliates.
1868
9. Non Solicitation of Clients and Customers
The Employee, on behalf of himself or herself, their agents and assigns, agrees that, for a period of [NUMBER]
year following the execution of this Agreement, or so long as Company is in operation, whichever is less, he or she
will not, for any reason whatsoever, directly or indirectly solicit the clients or customers of Company, without
the written permission of Company. The Parties agree that any breach of this provision is a material breach of this
Agreement.
10. Non Solicitation of Employees
The Employee, on behalf of himself or herself, his or her agents and assigns, agrees that for a period of
[NUMBER] year following the execution of this Agreement, or so long as Company is in operation and in good
standing, whichever is less, he or she will not, directly or indirectly, recruit any of the employees of Company then
employed by Company for the purpose of employment in any outside business. The Parties acknowledge that
any breach of this provision is a material breach of this Agreement.
11. No Disparagement
Employee agrees not to disparage Company or any of its officers, employees, agents or representatives and will
not knowingly say or do anything that would have an adverse impact on Company.
12. References
In response to any request to Company from any prospective employer for an employment reference regarding
Employee, the Company shall provide only Employee's dates of employment and final job title.
13. No admission of wrongdoing
This agreement shall not in any way be construed as an admission by the released Parties of any acts of wrongdoing
whatsoever against Employee or any other person.
14. Further Documents
Each party agrees to execute or cause their counsel to execute any additional documents and take any further
action which may reasonably be required in order to consummate this Agreement or otherwise fulfill the
obligations of the Parties there under.
15. Dispute
Should a dispute arise concerning this Agreement or its performance, such dispute shall be resolved, at the election
of the party seeking to enforce the Agreement, either by court action, or by binding arbitration administered by
the [association/organization] under its commercial dispute resolution rules. If arbitration is initiated, the
arbitration shall be held in [City], [State/province].
16. Modification and Waiver
Any modifications to this Agreement must be in writing and signed by duly authorized representatives of each of
the Parties and must be expressly state that it is the intention of each of the Parties hereto to amend the Agreement.
No breach of any provision of this Agreement shall be deemed waived unless the waiver is in writing signed by a
duly authorized representative of the waiving party. Waiver of any one breach shall not be deemed a waiver of any
other breach of the same or any other provision of this Agreement.
1869
17. Construction
This Agreement shall be construed and enforced in accordance with the laws of the [State/province]. The
language of this Agreement shall be construed as to its fair meaning and not for or against either party.
Should any action be brought by any party to this Agreement to enforce any provision thereof, the prevailing
party shall be entitled to recover, in addition to any other relief, reasonable attorneys’ fees and costs and expenses
of litigation or arbitration.
19. Integration
This Agreement constitutes an integration of the entire understanding and agreement of the Parties with respect
to the matters referred to in this Agreement. Any representation, warranty, promise or condition, whether written
or oral, between the Parties with respect to the matters referred to in this Agreement which is not specifically
incorporated in this Agreement shall not be binding upon any of the Parties hereto and the Parties acknowledge
that they have not relied, in entering into this Agreement, upon any representations, warranties, promises or
conditions not specifically set forth in this Agreement. No prior or contemporaneous oral or written
understanding, covenant, or agreement between the Parties, with respect to the matters referred to in this
Agreement, shall survive the execution of this Agreement. Each party hereto assumes the risk of
misrepresentation, concealment or mistake, and if any party should subsequently discover that any fact relied
upon in entering into this Agreement was untrue, or that any fact was concealed from it, or that its understanding
of the facts or law was incorrect, it shall not be entitled to set aside this Agreement by reason thereof. This
Agreement may be modified only by a written agreement executed by both Parties hereto.
20. Binding Agreement
The Parties understand and expressly agree that this Agreement shall bind and benefit (as applicable) the heirs,
employees, owners, officers, shareholders, directors, subsidiaries, spouses, affiliates, successors, predecessors,
agents, witnesses, attorneys, representatives, and assigns of the Company and Employee.
21. Counterparts
This Agreement may be executed in counterparts and when each party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original and all counterparts taken together shall constitute one
and the same Agreement, which shall be binding and effective as to all Parties.
22. Headings
Headings in this Agreement are for convenience of reference only and are not a part of the substance hereof.
23. Time for Acceptance and Revocation
If required by applicable law, Employee shall have up to [NUMBER] days from the date this Agreement is
presented to Employee to accept the terms of this Agreement, although Employee may accept it at any time within
those [NUMBER] days. If required by applicable law, after acceptance, Employee will still have an additional
1870
[NUMBER] days in which to revoke his acceptance. To so revoke, Employee must send the Company a written
statement or revocation to be received by the Company by the end of the seventh day.
24. Statements to unemployment board and to others
Company agrees that it will not contest Employee’s application for unemployment insurance benefits.
Notwithstanding this agreement, however, Company reserves the right to truthfully furnish information
requested by the unemployment board or any other agency and to rebut false or misleading information
submitted by the Employee, whether requested to do so or not.
25. Severability
If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall
remain in full force and effect, except that, should paragraphs 4, 5 or 6 be held invalid, void or unenforceable,
either jointly or separately, as a result of any action by Employee, Company shall be entitled to rescind the
Agreement and/or recover from Employee any benefits provided to her under Section 2 above.
Parties each hereby execute this Agreement as of [Date].
Company Employee

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C ERTIFICATION BY E MPLOYEE ' S C OUNSEL
We, [NAMES], are counsel to [Employee]. We have reviewed the Agreement with our client. [HE/SHE] has
indicated that [HE/SHE] is competent to enter into it, that [HE/SHE] fully understands its terms and
consequences, and that [HE/SHE] enters into it knowingly and voluntarily. We also agree to abide by the
confidentiality provision in Section 6 of the Agreement.
NAME NAME
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SEVERANCE AGREEMENT
This Severance Agreement (the “Agreement”) is made and effective [DATE],
AND: [Company NAME] (the "Employer"), a corporation organized and existing under the laws of the
Whereas Employee is presently employed by Company. Both parties are interested in an amicable severance of
their employer/employee relationship.
We therefore make the following agreement:
1. In consideration of Employee signing of this agreement and the attached letter of resignation, [his or her]
employment will voluntarily end effective [date], Company agrees to pay [Amount] to Employee on signing
this agreement and the letter of resignation and delivering those funds to Employee by [Date and time].
2. The payment made under to Paragraph 1 will be subject to normal withholding for applicable taxes.
3. Employee agrees not to discuss the terms of this agreement with anyone except [his or her] legal and financial
counsel. Employee violation of this part of the agreement, will require the forfeiture of all monies paid to [him
or her] by [Name of employer].
4. Employee agrees to return to Company any company property, documents or copies of company documents
or other confidential information presently in [his or her] possession. Employee understands that the failure
to do so could result in prosecution.
5. Employee agrees to pay any and all of Company attorney fees should [his or her] actions lead Company to
enforce any provisions of this agreement.
6. None of the terms or conditions of this agreement will be altered, amended, waived, or abandoned, except by
the parties’ written agreement, and no delay by Company in enforcing any of its rights will be deemed a waiver
of such rights.
7. This Agreement sets forth the parties’ entire understanding, and supersedes any and all prior agreements,
arrangements and understandings relating to this subject matter.
8. Nothing contained in this Agreement will be construed as an admission of liability by Company, all such
liability being hereby specifically denied.
1873
9. This Agreement will be executed in one or more counterparts, and all such counterparts will constitute one
and the same instrument.
10. This Agreement is entered into under the laws of the State of [State] and the rights and obligations of these
parties will be governed and determined according to its laws.
11. Employee specifically acknowledges that [he or she] has had adequate time to reflect on the advisability of this
action, has read this document, and has entered into this Agreement voluntarily.
These parties have executed this agreement and/or authorized same to be executed by their duly authorized
representatives as of the date shown below the respective signatures. This Agreement becomes effective as of the
later date.
EMPLOYEE COMPANY
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TERMINATION CERTIFICATION
By signing this document I declare that I do not have in my possession, nor have I failed to return, any trade
secrets, or confidential or proprietary information of the company including, but not limited to, specifications,
drawings, blue prints, reproductions, notes, reports, proposals, plans, customer lists, marketing materials, or other
documents or materials, tools, equipment or other property belonging to the company.
I further declare that I have complied, and will continue to comply, with all terms of any employment, invention,
assignment, trade secret, proprietary information, secrecy, non-competition, non-solicitation and non-
recruitment agreements signed by me with the company, including the reporting of any activities on my part
required by any of these agreements.
I further agree that in compliance with the above-referenced agreements, I will preserve as confidential all
proprietary, technical and business information pertaining to the company.
I further acknowledge that I have received a copy of this statement and have signed it voluntarily.
I declare the above to be true and correct pursuant to the penalty of perjury of the laws of this State.
Date:
Employee Signature
1875
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TERMINATION OF EMPLOYEMENT WORKSHEET
Employee Name:
Date of Termination:
The following items should be checked off prior to an employee’s final date of employment. Not all items will
apply to all employees or all circumstances. Place the completed form in the employee’s personnel file.
Actions Done
Termination Notice
Meet with the employee in a private, neutral location, such as a conference room or closed
office, to minimize their embarrassment or discomfort.
Inform the employee why they are being fired or laid off.
Explain when the termination will be effective. If today is the employee's last day, outline
the procedures for exiting the premises. If the employee will remain at the company for a
set period of time, tell them what is expected of them during the transition period.
Give the employee a termination letter that documents their last day, outlines the reasons
they are no longer working for the company, and provides information about severance
benefits and other termination details.
Insurance and Benefits

Disclose the date that the employee's medical, dental, vision, life and long-term disability
insurance coverage will end.
Explain COBRA, the federal act that provides employees who experience a "qualifying
event" (such as a termination) with the right to continue their current group insurance
coverage.
Give the employee a written statement that explains when their benefits will terminate,
outlines COBRA law, lists monthly premiums and provides enrollment information.
Provide a closing statement with information about the company's stock option, profit
sharing and/or employee stock-ownership program. The statement should show how
many shares the employee has vested, the price per share and the deadline for exercising the
shares.
Give the employee documentation about their 401(k) or retirement savings plan. Make
sure it spells out when company contributions to the plan will end, explains rollover
options and contains contact information for the plan administrator.
Settlement and Arbitration Agreements

Ask the employee to sign an arbitration agreement that states that all controversies and
employment-related disputes will be resolved through arbitration and not litigation.
1876
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If you're concerned about possible litigation, ask the employee to sign a settlement
agreement. By signing such a document, the employee releases any claims against the
company in exchange for payment. (Consult your attorney or an employment-law
specialist to determine if a settlement agreement is necessary.)
Give the employee photocopies of the signed agreements or ask them to sign duplicate
copies.
Paycheck, PTO Payout and Severance

If today is the employee's last day, give them their final paycheck along with a check for
accrued vacation or paid time off (PTO).
Discuss any severance the employee will receive and explain how it will be paid out.
Severance Pay and General Release agreement offered.
Give the employee a letter that explains the terms of the severance package.
Company-Owned Equipment
Computer
Company software returned
Company cellular phone returned
Company pager returned
Company credit card returned
Company phone card returned
Employee identification card returned
Building/office keys and access cards
Parking permit or garage key
Bank depository keys
Uniforms
Company vehicles returned
Have the employee sign a document that states that they have returned all company
property
Expense and Transition Reports

Instruct the employee to complete a final expense report and submit it on or before their
last day
If the employee will remain at the company for a set period of time, ask them to provide a
transition report that details the projects they're working on.
Exit Interview and Employee Assistance

Conduct an exit interview (if appropriate) to learn from the employee's experience at the
company
1877
Ask the employee if they have any questions or final comments
Discuss any outplacement services or employee assistance the company will offer
Exit interview given
Exit interview prepared
Office Operations
Discontinue the employee's email account and network access
Change sensitive access codes, including bank PINs and security codes
Cancel phone and voicemail accounts
Change locks
Cancel appropriate magazine, newsletter and newspaper subscriptions
Staff Notification
Notify employees, clients and vendors about the termination and tell them who will
handle the terminated employee's responsibilities
Answer questions and concerns your staff has about the termination without disclosing
any sensitive information or infringing on the terminated person's privacy
Human Resources, Payroll and Security Departments have been notified of employee’s
departure
Final expense report received, reviewed and approved, expense check prepared
Final check prepared (includes all vacation pay, sick pay, accrued wages, bonuses, etc.)
Notice of unemployment rights provided
Termination Certification signed
Profit sharing election forms provided.
Company documents and files inventoried.
Desk and working premises inventoried.
Company has no further liability with the terminated employee.
Supervisor’s Signature: Date:

Department: Date:
1878
INCORPORATION AFFIDAVIT OF LOST STOCK
CERTIFICATE
This Affidavit of Lost Stock Certificate (the “Agreement”) is made and effective [DATE],
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of
AND: [STOCKHOLDER NAME] (the "Stockholder"), an individual/ a corporation organized and existing
TERMS
The undersigned Stockholder hereby declares, under penalty of perjury, as follows:
1. The undersigned is the owner of a total of [number of shares] shares of the Common Stock of [name of
company], Inc., a [state where company incorporated] corporation (the “Company”).
2. The undersigned has examined his, her or its records and, after diligent search, is unable to find the
certificate or certificates representing such shares (the “Certificates”) and believes that the Certificates
were lost.
3. The undersigned has not transferred, sold, encumbered, or pledged any of the shares represented by the
Certificates.
4. The undersigned releases the Company and any successor from any and all liability relating to the loss of
the Certificates, or the issuance of new Certificates. The undersigned agrees to defend and indemnify and
hold harmless the Company and any successor from any damage or loss caused by the loss of the
Certificates.
5. In the event of discovery of the original Certificates, the undersigned agrees to return them promptly to
the Company or any successor, marked “CANCELLED.”CHA
COMPANY STOCKHOLDER
1879
ARTICLES OF ASSOCIATION
These Articles of Association (the “Agreement”) is made and effective [DATE],
BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and existing under
AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing under
The parties agree to be partners under and by the name of [name of partnership association] and to engage in the
business of [DESCRIBE], according to the following terms and provisions:
1. DURATION
The partnership association will commence on the execution of this agreement and continue for a period of
[NUMBER] years, after which it may be continued for another period of [NUMBER] years, or for such time as
the partners may then see fit.
2. CONTRIBUTION
Each of the partners is contributing the partner’s skill and labor to the partnership, and it is understood that each
partner will be paid wages or a salary for such labor as the partner may perform.
3. WAGES OR SALARIES
The members of the partnership shall constitute the committee of the whole, which committee shall fix the wages
or salaries to be paid.
4. MANAGING PARTNER
To conduct and manage the affairs of the partnership, [NAME] shall be managing partner. [NAME] shall have
the full authority to conduct, manage, operate, and arrange all the business affairs of the partnership, to hire and
fire other employees needed to carry on the business, determine the wages and make contracts with the employees,
enter into other contracts in the name of and for the partnership, and in general do anything ordinarily done by
the manager of a business.
1880
5. BOOKS OF ACCOUNT
One member of the partnership shall keep the books of account, and these books shall be open to examination by
any member at any reasonable time. Entries shall consist of all money received and expended in and about the
business, as well as all equipment or other material purchased for the partnership with partnership funds, and all
other matters involving money of the partnership.
6. DIVISION OF PROFITS
At the end of each year, or at such time as the committee of the whole may decide, the profits of the partnership
shall be distributed in the following proportions: [DESCRIBE]. It is agreed, however, that the expenses of the
business shall be borne equally and that all operating expenses shall be deducted before profit is determined.
7. AMENDMENTS
It is agreed that this partnership agreement may be amended at any time or from time to time in the judgment of
the partners, but such amendments shall be formal and written and signed by all of the partners.
IN WITNESS WHEREOF, the parties have executed this agreement at [designate place of execution] the day
and year first above written.
1881
BY: [INCORPORATOR NAME] (the "Incorporator"), an individual / a corporation organized and

AND: [REGISTERED AGENT NAME] (the "Registered Agent"), an individual / a corporation organized
The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby
forms a corporation under the laws of the State of [STATE/PROVINCE].
2. NAME
This corporation may engage in or transact any and all lawful activities or business permitted under the laws of
[COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation.
4. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time
is [NUMBER] shares of common stock having a par value of [VALUE] per share.
5. ADDRESS
1882
The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the
initial Registered Agent for the corporation at that address is: [NAME]
The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW
OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been
taken by the appropriate officers to accomplish this compliance.
indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection
with the defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or officer of the corporation or of any
subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The
foregoing right of indemnification shall be inclusive of any other rights to which any director,
stockholder or officer may be entitled as a matter of law.
9. SELF DEALING
No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall
be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested
in a contract or transaction, or are directors or officers of any other corporation, and any director or directors,
individually or jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with such person or person's firm or corporation, and
each and every person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of
himself or any firm, association or corporation in which he may be in any way interested. Any director of the
corporation may vote upon any transaction with the corporation without regard to the fact
that he is also a director of such subsidiary or corporation.
1883
This corporation shall have a minimum of [NUMBER] director(s). The initial Board of Directors shall consist
of:

The Registered Agent agrees and accepts service of process; to keep the office open during prescribed hours; to
post my name (and any other officers of said corporation authorized to accept service of process at the above
designated address) in some conspicuous place in the office as required by law.
1884
ACKNOWLEDGMENT
State of [state]
County of [county]
Signature
Notary
(Seal)
1885
NOT FOR PROFIT CORPORATION
BY: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation organized and existing
AND: [SECOND INCORPORATOR NAME] (the "Second Incorporator"), a corporation organized and
1. ARTICLES OF INCORPORATION OF [NFP CORPORATION NAME]
The undersigned, acting as incorporators of a corporation under the Not for Profit Corporation Act of the State
of [NAME], adopt the following articles of incorporation for such corporation:
2. NAME OF THE CORPORATION
The name of the corporation, hereinafter referred to as the "Corporation" is [NAME].
3. PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
4. PURPOSES OF THE CORPORATION
The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including
for such purposes, the making of distributions to organizations that qualify as exempt
organizations under section [number] of [Revenue Code OR LAW], or corresponding section of any future
federal tax code. The Corporation may receive and administer funds for scientific, religious, educational, and
charitable purposes, within the meaning of Section [number] of [Revenue Code OR LAW] and to that end, the
Corporation is empowered to hold any property, or any undivided interest therein, without limitation as to
1886
amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income
in such manner as, in the judgment of the directors, will best promote the purposes of the Corporation, without
limitation, except such limitations, if any, as may be contained in the instrument under which such property is
received, these Articles of Incorporation, the By-Laws of the Corporation, or any applicable laws, to do any other
act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the
pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit
Corporation Law.
5. earnings
No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the
Corporation, or any private individual, except that reasonable compensation may be paid for
services rendered to or for the Corporation affecting one or more of its purposes, and no member, trustee, officer
of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate
assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not
participate in or intervene in, including the publication or distribution of statements, any political campaign on
behalf of any candidate for public office.
6. DISSOLUTION
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be
distributed exclusively to one or more charitable, religious, scientific, testing for public safety, literary, or
educational organizations which would then qualify under the provisions of Section [NUMBER] of the
[Revenue Code OR LAW] and its Regulations as they now exist or as they may be hereafter amended, or to the
federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of
shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation
is then located, exclusively for such purposes or to such organization or organizations as said Court shall
determine, which are organized and operated exclusively for such purposes.
7. QUALIFICATIONS FOR MEMBERS
The qualifications for members and the manner of their admissions shall be regulated by the By-laws.
8. ADDRESS OF THE CORPORATION
1887
The initial street address in the state of [NAME] of the initial registered office of the Corporation is
[LOCATION], and the name of the initial registered agent at such address is [NAME].
9. TERRITORY
The territory in which the operations of the Corporation are principally to be conducted is [COUNTRY] and
its territories and possessions, but the operations of the Corporation shall not be limited to such territory.
The initial board of directors shall consist of at least three (3) members, who need not be residents of the state of
[NAME].
ELECTION OF DIRECTORS
The names and addresses of the persons who shall serve as directors until the first annual meeting of members, or
until their successors shall have been elected and qualified, are as follows:
[DESCRIBE]
11. INCORPORATORS
The names and addresses of the initial incorporators are as follows:
[NAMES]
IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of Incorporation at
[LOCATION] on [DATE].
1888
BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under the laws of
AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of the
TERMS
3. For value received, which is acknowledged, the Assignor hereby assigns all interest and benefit to Assignee in
the [CLASS] shares of [CORPORATION NAME] evidenced by Share Certificate No(s). [NUMBER(S)]
(the "Shares").
4. The Assignor warrants the Assignee that the Shares are fully paid-up and that the Assignor owns the Shares
free and clear of all encumbrances.
ASSIGNOR ASSIGNEE
1889
BY-LAWS OF [CORPORATION]
These By-Laws of [CORPORATION] (the “Agreement”) are made and effective [DATE].
1. CORPORATE OFFICES
1.1. Principal Office

The Board of Directors shall fix the location of the principal executive office of the corporation at any place within
or outside the State of [STATE/PROVINCE]. If the principal executive office is located outside
[STATE/PROVINCE] and the corporation has one or more business offices in [STATE/PROVINCE], then
the Board of Directors shall fix and designate a principal business office in [STATE/PROVINCE].
1.2. Other Offices

The Board of Directors may at any time establish branch or subordinate offices at any place or places.
2. MEETINGS OF SHAREHOLDERS

Meetings of shareholders shall be held at any place within or outside the State of [STATE/PROVINCE]
designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held
at the principal executive office of the corporation or at any place consented to in writing by all persons entitled
to vote at such meeting, given before or after the meeting and filed with the Secretary of the corporation.
2.2. Annual Meeting

An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of
Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual
meeting of shareholders.
2.3. Special Meetings

Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and 2.5 of
these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares
entitled to cast not less than [%] of the votes at that meeting.
If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the
Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written
communication to the Chairman of the Board, the President, any Vice President or the Secretary of the
corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled
to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws, that a meeting will be held at
the time requested by the person or persons calling the meeting, so long as that time is not less than [NUMBER]
nor more than [NUMBER] days after the receipt of the request. If the notice is not given within [NUMBER]
1890
days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the Board of Directors may be held.

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these By-
Laws not less than [NUMBER] (or, if sent by third-class mail pursuant to Section 2.5 of these By-Laws, not less
than [NUMBER] nor more than [NUMBER] days before the date of the meeting to each shareholder entitled to
vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, and no business other than that specified in the notice may be
transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of the
mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of the next
paragraph of this Section 2.4, any proper matter may be presented at the meeting for such action. The notice of
any meeting at which Directors are to be elected shall include the names of nominees intended at the time of the
notice to be presented by the Board for election.
If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director
has a direct or indirect financial interest, (ii) an amendment of the Articles of Incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, (iv) a voluntary dissolution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, then the
notice shall also state the general nature of that proposal.

Notice of a shareholders' meeting shall be given either personally or by first-class mail, or, if the corporation has
outstanding shares held of record by [NUMBER] or more persons on the record date for the shareholders'
meeting, notice may be sent by third-class mail, or other means of written communication, addressed to the
shareholder at the address of the shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place
where the principal executive office of the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is located. The notice shall be deemed to
have been given at the time when delivered personally or deposited in the mail or sent by other means of written
communication.
If any notice (or any report referenced in Article VII of these By-Laws) addressed to a shareholder at the address
of such shareholder appearing on the books of the corporation is returned to the corporation by the
[COUNTRY] Postal Service marked to indicate that the [COUNTRY] Postal Service is unable to deliver the
notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given
without further mailing if the same shall be available to the shareholder upon written demand of the shareholder
1891
at the principal executive office of the corporation for a period of [NUMBER] year from the date of the giving
of the notice.
An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.5, executed by
the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or
report.
2.6. Quorum
Unless otherwise provided in the Articles of Incorporation of the corporation, a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. The
shareholders present at a duly called or held meeting at which a quorum is present may continue to transact
business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute
a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a
majority of the shares represented either in person or by proxy, but no other business may be transacted, except
as provided in the last sentence of the preceding paragraph.

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time
to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.
When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not
be given of the adjourned meeting if its time and place are announced at the meeting at which the adjournment is
taken. However, if the adjournment is for more than [NUMBER] days from the date set for the original meeting
or if a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4
and 2.5 of these By-Laws. At any adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
2.8. Voting
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the
provisions of Section 2.11 of these By-Laws. Elections for directors and voting on any other matter at a
shareholders' meeting need not be by ballot unless a shareholder demands election by ballot at the meeting and
before the voting begins.
Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the Articles of
Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted
to a vote of the shareholders. Any holder of shares entitled to vote on any matter may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or may vote them against the proposal other
than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares
1892
which the shareholder is entitled to vote. The affirmative vote of the majority of the shares represented and voting
at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a
majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting
by classes is required by the Code or by the Articles of Incorporation.
At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes
either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by
the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the
shareholder's votes on the same principle among as many candidates as the shareholder thinks fit, if the candidate
or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice
prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has
given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination.
The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected,
shall be elected; votes against any candidate and votes withheld shall have no legal effect.

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and
wherever held, are as valid as though they had been taken at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of
the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any
annual or special meeting of shareholders need be specified in any written waiver of notice or consent to the
holding of the meeting or approval of the minutes thereof, except that if action is taken or proposed to be taken
for approval of any of those matters specified in the second paragraph of Section 2.4 of these By-Laws, the waiver ©
of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and C
approvals shall be filed with the corporate records or made a part of the minutes of the meeting. o
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at that meeting, except p
when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting y
is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to r
the consideration of matters required by the Code to be included in the notice of such meeting but not so i
included, if such objection is expressly made at the meeting. g
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2.10. Shareholder Action By Written Consent Without A Meeting t
Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting E
and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders n
of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or v
take such action at a meeting at which all shares entitled to vote thereon were present and voted. i
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Directors may not be elected by written consent except by unanimous written consent of all shares entitled to i
vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the Board o
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of Directors, provided that it was not created by removal of a director and that it has not been filled by the
directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the
election of directors.
All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the
shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their
respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before
written consents of the number of shares required to authorize the proposed action have been filed with the
Secretary.
If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall give prompt
notice of any corporate action approved by the shareholders without a meeting by less than unanimous written
consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in
the manner specified in Section 2.5 of these By-Laws. In the case of approval of (i) a contract or transaction in
which a director has a direct or indirect financial interest, (ii) indemnification of a corporate agent, (iii) a
reorganization of the corporation, and (iv) a distribution in dissolution other than in accordance with the rights
of outstanding preferred shares, the notice shall be given at least [NUMBER] days before the consummation of
any action authorized by that approval, unless the consents of all shareholders entitled to vote have been solicited
in writing.

In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the
Board of Directors may fix, in advance, a record date, which shall not be more than [NUMBER] days nor less
than [NUMBER] days prior to the date of such meeting nor more than [NUMBER] days before any other action.
Shareholders at the close of business on the record date are entitled to notice and to vote, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after the record date, except as
otherwise provided in the Articles of Incorporation or the Code.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than
[NUMBER] days from the date set for the original meeting.
i. The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding the day on which the
meeting is held.
ii. The record date for determining shareholders entitled to give consent to corporate action in writing
without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the
first written consent is given, or (ii) when prior action by the Board has been taken, shall be at the close
1894
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of business on the day on which the Board adopts the resolution relating thereto, or the [NUMBER]
day prior to the date of such other action, whichever is later.
2.12. Proxies
Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or
by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the
corporation. A proxy shall be deemed signed if the shareholder's name or other authorization is placed on the
proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the
shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to
the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a
subsequent proxy and presenting it to the meeting or by attendance at such meeting and voting in person, or (ii)
written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote
pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of
[NUMBER] months from the date thereof, unless otherwise provided in the proxy. The dates contained on the
forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes
in which they are mailed.

In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act at the
meeting and any adjournment thereof. If inspectors of election are not so appointed or designated or if any
persons so appointed fail to appear or refuse to act, then the Chairman of the meeting may, and on the request of
any shareholder or a shareholder's proxy shall, appoint inspectors of election (or persons to replace those who so
fail to appear) at the meeting. The number of inspectors shall be either [NUMBER] or [NUMBER]. If appointed
at a meeting on the request of [NUMBER] or more shareholders or proxies, the majority of shares represented in
person or by proxy shall determine whether [NUMBER] or [NUMBER] inspectors are to be appointed.
The inspectors of election shall determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection
with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine
the result and do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
3. DIRECTORS
3.1. Powers
1895
Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these By-Laws
relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs
of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the
corporation to a management company or other person provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.


At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting.
Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for
which elected and until a successor has been elected and qualified, except in the case of the death, resignation, or
removal of such a director.
3.4. Removal
The entire Board of Directors or any individual director may be removed from office without cause by the
affirmative vote of a majority of the outstanding shares entitled to vote on such removal; provided, however, that
unless the entire Board is removed, no individual director may be removed when the votes cast against such
director's removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted
cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by
written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time
of such director's most recent election were then being elected.

Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President,
the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor
to take office when the resignation becomes effective.
Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of
directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii)
the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of
notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of
the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of
all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal.
1896
A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation
or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number
of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be elected at that meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the
directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require
the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be
elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled
to vote for the election of directors.

[STATE/PROVINCE] that has been designated from time to time by resolution of the Board. In the absence of
such a designation, regular meetings shall be held at the principal executive office of the corporation. Special
meetings of the Board may be held at any place within or outside the State of [STATE/PROVINCE] that has
been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal ©
executive office of the corporation. C
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Members of the Board may participate in a meeting through the use of conference telephone or similar p
communications equipment, so long as all directors participating in such meeting can hear one another. y
Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting. r
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3.7. Regular Meetings g
Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are h
fixed by the Board of Directors. t
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3.8. Special Meetings; Notice n
Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any purpose v
or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the i
Secretary or any [NUMBER] directors. s
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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or o
sent by first-class mail, telegram, charges prepaid, or by telecopier, addressed to each director at that director's n
address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the C
[COUNTRY] mail at least [NUMBER] days before the time of the holding of the meeting. If the notice is o
delivered personally or by telephone or by telecopier or telegram, it shall be delivered personally or by telephone r
or by telecopier or to the telegraph company at least [NUMBER] hours before the time of the holding of the p
meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a o
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person at the office of the director who the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the purpose of the meeting.
3.9. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except
to adjourn as provided in Section 3.11 of these By-Laws. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, subject
to the provisions of [SPECIFY] (as to approval of contracts or transactions in which a director has a direct or
indirect material financial interest), [SECTION OF CODE OR LAW] (as to appointment of committees),
[SECTION OF CODE OR LAW] (as to indemnification of directors), the Articles of Incorporation, and other
applicable law.
withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such
meeting.

Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.
3.11. Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time
and place.

If the meeting is adjourned for more than [NUMBER] hours, notice of any adjournment to another time and
place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time
of the adjournment.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have
the same force and effect as a unanimous vote of the Board of Directors.

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reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This Section
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3.14 shall not be construed to preclude any director from serving the corporation in any other capacity as an
officer, agent, employee or otherwise and receiving compensation for those services.

If these By-Laws have been approved by the corporation's shareholders in accordance with the Code, the
corporation may, upon the approval of the Board of Directors alone, make loans of money or property to, or
guarantee the obligations of, any officer of the corporation or of its parent, if any, whether or not a director, or
adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the Board of
Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation,
(ii) the corporation has outstanding shares held of record by [NUMBER] or more persons (determined as
provided in [SECTION OF CODE]) on the date of approval by the Board of Directors, and (iii) the approval of
the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors.
Notwithstanding the foregoing, the corporation shall have the power to make loans permitted by the Code.
4. COMMITTEES

The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate
one or more committees, each consisting of [NUMBER] or more directors, to serve at the pleasure of the Board.
The Board may designate one or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors. Any such committee shall have
authority to act in the manner and to the extent provided in the resolution of the Board and may have all the
authority of the Board, except with respect to:
xv. The approval of any action which, under the Code, also requires shareholders' approval or approval of
the outstanding shares.
xvi. The filling of vacancies on the Board of Directors or in any committee.
xvii. The fixing of compensation of the directors for serving on the Board or on any committee.
xviii. The amendment or repeal of these By-Laws or the adoption of new By-Laws.
xix. The amendment or repeal of any resolution of the Board of Directors which by its express terms is not
so amendable or repealable.
xx. A distribution to the shareholders of the corporation, except at a rate, in a periodic amount or within a
price range set forth in the Articles of Incorporation or determined by the Board of Directors.
1899
xxi. The appointment of any other committees of the Board of Directors or the members thereof.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions
of Article III of these By-Laws, Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8 (special
meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section
3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of
those By-Laws as are necessary to substitute the committee and its members for the Board of Directors and its
members; provided, however, that the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may
also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of
Directors may adopt rules for the government of any committee not inconsistent with the provisions of these By-
Laws.
5. OFFICERS
5.1. Officers
The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation
may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 5.3 of these By-Laws. Any number of offices may be held by the
same person.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of
Section 5.3 or Section 5.5 of these By-Laws, shall be chosen by the Board and serve at the pleasure of the Board,
subject to the rights, if any, of an officer under any contract of employment.

The Board of Directors may appoint, or may empower the Chairman of the Board or the President to appoint,
such other officers as the business of the corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in these By-Laws or as the Board of Directors may
from time to time determine.

Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of
the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors
at any regular or special meeting of the Board or, except in case of an officer chosen by the Board of Directors, by
any officer upon whom such power of removal may be conferred by the Board of Directors.
1900
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect
at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified
in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these By-Laws for regular appointments to that office.

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may from time to time be assigned by the
Board of Directors or as may be prescribed by these By-Laws. If there is no President, then the Chairman of the
Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed
in Section 5.7 of these By-Laws.
5.7. President
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision, direction, and control of the business
and the officers of the corporation. The President shall preside at all meetings of the shareholders and, in the
absence or nonexistence of a Chairman of the Board, at all meetings of the Board of Directors. The President shall
have the general powers and duties of management usually vested in the office of President of a corporation, and
shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board
of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties
of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors, these By-Laws, the President or the Chairman
of the Board.
5.9. Secretary
The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place
as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of
directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special,
the names of those present at directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.
1901
The Secretary shall keep at the principal executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate
share register, showing the names of all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation. The Secretary shall give notice of all meetings of the shareholders and of
the Board of Directors required to be given by law or by these By-Laws. The Secretary shall keep the seal of the
corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these By-Laws.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the
corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer
shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and
directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of
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the financial condition of the corporation, and shall have such other powers and perform such other duties as
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may be prescribed by the Board or these By-Laws.
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6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
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6.1. Indemnification Of Directors
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The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its
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directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in
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connection with any proceeding (as defined in [SECTION OF CODE OR LAW]), arising by reason of the fact
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that such person is or was a director of the corporation. For purposes of this Article VI, a director of the
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corporation includes any person (i) who is or was a director of the corporation, (ii) who is or was serving at the
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request of the corporation as a director of another foreign or domestic corporation, partnership, joint venture,
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trust or other enterprise, or (iii) who was a director of a corporation which was a predecessor corporation of the
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corporation or of another enterprise at the request of such predecessor corporation.
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The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each
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of its employees, officers, and agents (other than directors) against expenses (as defined in [SECTION OF CODE
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OR LAW]), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection
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with any proceeding (as defined [SECTION OF CODE OR LAW]), arising by reason of the fact that such person
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is or was an employee, officer, or agent of the corporation. For purposes of this Article VI, an employee or officer
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or agent of the corporation (other than a director) includes any person (i) who is or was an employee, officer, or
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agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, or
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agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

indemnification is required pursuant to Section 6.1, or if otherwise authorized by the Board of Directors, shall be
paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined
that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote of shareholders or directors or
otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee,
or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of that person's status as such, whether or not the corporation would have
the power to indemnify that person against such liability under the provisions of this Article VI.
6.6. Conflicts
No indemnification or advance shall be made under this Article VI, except where such indemnification or advance
is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:
v. That it would be inconsistent with a provision of the Articles of Incorporation, these By-Laws, a
resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of
the action asserted in the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
vi. That it would be inconsistent with any condition expressly imposed by a court in approving a
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settlement.
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If a claim under this Article is not paid in full by the corporation within [NUMBER] days after a written claim
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has been received by the corporation (either because the claim is denied or because no determination is made), the
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claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim
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and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such
claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under the Code for the corporation to indemnify the claimant for
the claim. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the commencement of such action that indemnification
of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct,
if any, nor an actual determination by the corporation (including its Board of Directors, independent legal
counsel, or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense
to such action or create a presumption for the purposes of such action that the claimant has not met the applicable
standard of conduct.

The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the
corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit
plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing
for indemnification rights equivalent to or, if the Board of Directors so determines and to the extent permitted
by applicable law, greater than, those provided for in this Article VI.

Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any right or
protection of a director or agent of the corporation existing at the time of such amendment, repeal or
modification.

The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar
(if either be appointed), as determined by resolution of the Board of Directors, a record of its shareholders listing
the names and addresses of all shareholders and the number and class of shares held by each shareholder.
The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting
trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose
reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate.
A shareholder or shareholders of the corporation holding at least [%] in the aggregate of the outstanding voting
shares of the corporation or who hold at least [%] of such voting shares and have filed a Schedule [IDENTIFY]
with the [GOVERNMENT AGENCY] relating to the election of directors, shall have an absolute right to do
1904
either or both of the following (i) inspect and copy the record of shareholders' names, addresses, and shareholdings
during usual business hours upon [NUMBER] days' prior written demand upon the corporation, or (ii) obtain
from the transfer agent for the corporation, upon written demand and upon the tender of such transfer agent's
usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent
upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors,
and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified
by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of
[NUMBER] business days after the demand is received or the date specified therein as the date as of which the list
is to be compiled.
Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the
shareholder or holder of a voting trust certificate making the demand.

The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of
[STATE/PROVINCE], at its principal business office in [STATE/PROVINCE], the original or a copy of these
By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is outside the State of [STATE/PROVINCE]
and the corporation has no principal business office in such state, then it shall, upon the written request of any
shareholder, furnish to such shareholder a copy of these By-Laws as amended to date.

The accounting books and records and the minutes of proceedings of the shareholders and the Board of Directors,
and committees of the Board of Directors shall be kept at such place or places as are designated by the Board of
Directors or, in absence of such designation, at the principal executive office of the corporation. The minutes
shall be kept in written form, and the accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon the written demand on the
corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests as a shareholder or as the holder of a voting trust
certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by an
agent or attorney and the right of inspection includes the right to copy and make extracts. Such rights of
inspection shall extend to the records of each subsidiary corporation of the corporation.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and
documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary
corporations, domestic or foreign. Such inspection by a director may be made in person or by an agent or attorney
and the right of inspection includes the right to copy and make extracts.
1905
The Board of Directors shall cause an annual report to be sent to the shareholders not later than [NUMBER]
days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at
least [NUMBER] (or, if sent by third-class mail, [NUMBER]) days prior to the annual meeting of shareholders
to be held during the next fiscal year and in the manner specified in Section 2.5 of these By-Laws for giving notice
to shareholders of the corporation.
The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the
statements were prepared without audit from the books and records of the corporation.
The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held
by fewer than [NUMBER] holders of record.

If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written
request of any shareholder made more than [NUMBER] days after the close of such fiscal year, deliver or mail to
the person making the request, within [NUMBER] days thereafter, a copy of a balance sheet as of the end of such
fiscal year and an income statement and statement of changes in financial position for such fiscal year.
A shareholder or shareholders holding at least [%] of the outstanding shares of any class of the corporation may
make a written request to the corporation for an income statement of the corporation for the three-month, six-
month or nine-month period of the current fiscal year ended more than [NUMBER] days prior to the date of the
request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered or
mailed to the person making the request within [NUMBER] days thereafter. A copy of the statements shall be
kept on file in the principal office of the corporation for [NUMBER] months and it shall be exhibited at all
reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the
shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the
statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the
The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report
thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without audit from the books and records
of the corporation.

The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Secretary or
Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or the President
or a Vice President, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident
1906
to any and all shares of any other corporation or corporations standing in the name of this corporation. The
authority herein granted may be exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the authority.
8. GENERAL MATTERS
For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with
respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a
meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than [NUMBER]
days prior to any such action. Only shareholders of record at the close of business on the record date are entitled
to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after the record date, except as
otherwise provided in the Articles of Incorporation or the Code.
If the Board of Directors does not so fix a record date, then the record date for determining shareholders for any
such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto
or the [NUMBER] day prior to the date of that action, whichever is later.

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or
endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those
instruments.

The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by
the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it
liable for any purpose or for any amount.

A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares
are fully paid. The Board of Directors may authorize the issuance of certificates for shares partly paid provided
that these certificates shall state the total amount of the consideration to be paid for them and the amount actually
paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or the Vice
1907
Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate may be by facsimile.
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a
certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of
issue.

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and cancelled at the
same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost,
stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of
replacement certificates on such terms and conditions as the Board may require; the Board may require
indemnification of the corporation secured by a bond or other adequate security sufficient to protect the
corporation against any claim that may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code
shall govern the construction of these By-Laws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the term person includes both a ©
corporation and a natural person. C
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9. AMENDMENTS p
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9.1. Amendment By Shareholders r
New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of i
holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of g
Incorporation of the corporation set forth the number of authorized Directors of the corporation, then the h
authorized number of Directors may be changed only by an amendment of the Articles of Incorporation. t
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9.2. Amendment By Directors n
Subject to the rights of the shareholders as provided in Section 9.1 of these By-Laws, By-Laws, other than a By- v
Law or an amendment of a By-Law changing the authorized number of directors (except to fix the authorized i
number of directors pursuant to a By-Law providing for a variable number of directors), may be adopted, s
amended or repealed by the Board of Directors. i
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Whenever an amendment or new By-Law is adopted, it shall be copied in the book of minutes with the original
By-Laws. If any By-Law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted
or written consent was filed, shall be stated in said book.
ATTORNEY CLIENT
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Reference in these By-Laws to any provision of the [STATE/PROVINCE] Corporations Code shall be deemed
to include all amendments thereof.
7. That I am the duly elected and acting Secretary of [Name of Corporation], a [STATE/PROVINCE]
corporation.
8. That the foregoing By-Laws constitute the By-Laws of said corporation as adopted by the Directors of said
corporation by unanimous written consent at a duly called and held meeting of the Board of Directors on
[DATE].
9. The foregoing By-Laws were also adopted by the shareholders of said corporation by unanimous written
consent at a duly called and held meeting of the shareholders on [DATE].
SECRETARY
1910
BY-LAWS OF [NOT FOR PROFIT CORPORATION]
These By-Laws of [NFP CORPORATION] (the “Agreement”) are made and effective [DATE].
1. ORGANIZATION
a. The name of the organization shall be [NAME].
b. The organization may at its pleasure by a vote of the membership body change its name.
2. PURPOSES
The following are the purposes for which this organization has been organized: [DESCRIBE]
3. MEMBERSHIP
Membership in this organization shall be open to all who [DESCRIBE].
4. MEETINGS
a. The annual membership meeting of this organization shall be held on the [DAY] of [MONTH] each and
every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the
day but it shall not be more than two weeks from the date fixed by these By-Laws.
b. The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the
membership roll book in this organization a notice telling the time and place of such annual meeting.
c. Regular meetings of this organization shall be held [LOCATION].
d. The presence of not less than [%] of the members shall constitute a quorum and shall be necessary to
conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of
not more than [NUMBER] weeks from the date scheduled by these By-Laws and the secretary shall cause
a notice of this scheduled meeting to be sent to all those members who were not present at the meeting
originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
1911
e. Special meetings of this organization may be called by the president when he deems it for the best interest
of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear
in the membership roll book at least [NUMBER] days before the scheduled date set for such special
meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted
at such meeting and by whom it was called. At the request of [%] of the members of the Board of Directors
or [%] of the members of the organization, the president shall cause a special meeting to be called but such
request must be made in writing at least [NUMBER] days before the requested scheduled date.
f. No other business but that specified in the notice may be transacted at such special meeting without the
unanimous consent of all present at such meeting.
5. VOTING
a. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of
officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to
indicate the person who cast such ballot.
b. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner
and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting
shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors
of Election" and who shall, at the conclusion of such balloting, certify in writing to the chairman the results
and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
c. No inspector of election shall be a candidate for office or shall be personally interested in the question voted
upon.
6. ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.
a. The business of this organization shall be managed by a Board of Directors consisting of [#] members,
together with the officers of this organization. At least one of the directors elected shall be a resident of the
State of [STATE/PROVINCE] and a citizen of [COUNTRY].
1912
b. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization
in the same manner and style as the officers of this organization and they shall serve for a term of
[NUMBER] years.
c. The Board of Directors shall have the control and management of the affairs and business of this
organization. Such Board of Directors shall only act in the name of the organization when it shall be
regularly convened by its chairman after due notice to all the directors of such meeting.
d. [%] of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of
Directors shall be held regularly on the [DATE].
e. Each director shall have one vote and such voting may not be done by proxy.
f. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion
determine necessary.
g. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of
the Board of Directors for the balance of the year. ©
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h. The President of the organization by virtue of his office shall be Chairman of the Board of Directors. o
i. The Board of Directors shall select from one of their members a secretary. p
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j. A director may be removed when sufficient cause exists for such removal. The Board of Directors may r
entertain charges against any director. A director may be represented by counsel upon any removal hearing. i
The Board shall adopt such rules for this hearing as it may in its discretion consider necessary for the best g
interests of the organization. h
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a. The initial officers of the organization shall be as follows: i
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[President] [VICE President] i
[SECRETARY] [TREASURER] o
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b. The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the C
Board of Directors. He shall present at each annual meeting of the organization an annual report of the o
work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, r
reports and certificates required by law are properly kept or filed. He shall be one of the officers who may p
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sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as
belonging to the chief executive of any organization.
c. The Vice President shall in the event of the absence or inability of the President to exercise his office become
acting president of the organization with all the rights, privileges and powers as if he had been the duly
elected president.
d. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his
duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to
members of this organization. He shall be the official custodian of the records and seal. He may be one of
the officers required to sign the checks and drafts of the organization. He shall present to the membership
at any meetings any communication addressed to him as Secretary of the organization. He shall submit to
the Board any communications which shall be addressed to him as Secretary of the organization. He shall
attend to all correspondence of the organization and shall exercise all duties incident to the office of
Secretary.
e. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely
responsible for such monies or securities of the organization. He shall cause to be deposited in a regular
business bank or trust company a sum not exceeding [AMOUNT] and the balance of the funds of the
organization shall be deposited in a savings bank except that the Board of Directors may cause such funds
to be invested in such investments as shall be legal for a non-profit corporation in this state. He must be one
of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall
make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as
the Board of Directors shall determine a written account of the finances of the organization and such report
shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all
duties incident to the office of Treasurer.
f. Officers shall by virtue of their office be members of the Board of Directors.
g. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein
shall be construed to prevent an officer or director for receiving any compensation from the organization
for duties other than as a director or officer.
9. SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion
may determine to be necessary for the conduct of the business of the organization.
10. COMMITTEES
1914
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be
for a period of one year or less if sooner terminated by the action of the Board of Directors.
The permanent committees shall be: [DESCRIBE]
11. DUES
The dues of this organization shall be [AMOUNT] per annum and shall be payable on [DATE].
12. AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than [%] of the
members.
PRESIDENT VICE PRESIDENT
SECRETARY TREASURER
1915
1916
CERTIFICATE OF INCORPORATION OF [N AME ]
This Certificate of Incorporation of [NAME] (the “Agreement”) is made and effective [DATE],
BY: [INCORPORATOR NAME] (the "Incorporator"), a corporation organized and existing under the
1. NAME OF CORPORATION
The name of the corporation is [Name of Corporation].
2. ADDRESS OF CORPORATION
The address of the registered office of the corporation in the State of [STATE/PROVINCE]. The name of its
registered agent at that address is [NAME].
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized
under the [General Corporation Law] of the State of [STATE/PROVINCE].
4. TOTAL NUMBER AND VALUE OF SHARES
The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares, all of
which shall be Common Stock, [AMOUNT] par value per share.
1917
The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of the
corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law whether
adopted by them or otherwise.
Election of directors need not be by written ballot except and to the extent the By-Laws of the corporation shall
so provide.
7. LIABILITIES
To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect
of the preceding sentence, if the [General Corporation Law] is hereafter amended to authorized the further
elimination or limitation of the liability of a director, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the [General Corporation Law], as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing at the time of such amendment, repeal
or adoption of such an inconsistent provision.
Print Name and Title Print Name and Title ©

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CHECKLIST FOR ISSUING STOCK r
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If you are planning to issue stock, there are a number of important steps that should be undertaken, including the
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following. This document is not intended to substitute for legal advice nor legal wording provided by a competent
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advisor in the relevant legal jurisdiction.
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❑ Board & Shareholder Approval
The Board of Directors of the company should approve the offer and sale of the stock, any agreements for the sale
and the filing of any needed governmental documents. This can be accomplished through resolutions adopted at
a Board meeting or by written unanimous consent.
Approval of the shareholders may also be necessary, especially if the Articles of Incorporation of the company are
being amended. Amendment of the Articles will typically require approval by the holders of the majority of the
outstanding shares.
❑ Review the Company Charter
The company’s charter (Articles of Incorporation or Certificate of Incorporation) should be reviewed to ensure
that you have enough shares authorized to allow the new issuance.
❑ Review Compliance With Securities Laws
Before an offer or sale of stock can be made, you need to ensure that the proper steps have been taken to comply
with the federal securities laws and the securities laws of the states where the offers or sales of stock are made.
Typically, you will want to find a private placement type of exemption to avoid the costly procedures of
conducting a registered offering.
❑ Prepare Appropriate Agreements
The sale of the stock should be documented by appropriate agreements. When the transaction is not really
negotiated, such as the sale of Common Stock to friends and family, a Subscription Agreement may be
appropriate. If the transaction involves venture capitalists or strategic investors, then a more detailed negotiated
Stock Purchase Agreement will be necessary.
❑ Review How the Sale Will Affect Future Action
The company should review how this stock offering might affect future financings. Ideally, the stock issuance
should not unduly restrict the ability of the company to issue additional stock in the future.
❑ Price and Number of Shares
The appropriate price for the shares and the number of shares to be issued need to be established. The dilution to
the existing shareholders resulting from the new issuance must be reviewed and determined acceptable.
❑ Make Securities Law Filings
Make sure to make the required filings with the SEC generally within 15 days of the stock sale.
❑ Stock Certificate
After the sale, the company should issue a stock certificate, signed by the appropriately authorized officers of the
company. It will be useful to keep a copy of the stock certificate in the company records. The certificate should
include any appropriate legends and be dated and numbered.
❑ Stock Ledger
The issuance of stock should be recorded on the company’s Stock Ledger, showing the date issued, consideration
paid, name and address of each shareholder, certificate number and other relevant information.
1919
CHECKLIST FOR CONTENT OF PRIVATE PLACEMENT
MEMORANDUMS
Not all items are relevant in all contractual situations. The following checklist is, however, a basic and general
guide as to what provisions it may be important to include, or at least consider, in the business contracts that you
enter into.
Securities Legends
Suitability Standards for Investor
Summary of the Securities Offering
Risk Factors
Capitalization of the Company
Use of Proceeds from the Securities Offering
Dilution
Plan of Distribution of the Securities
Management’s Analysis of Financial Condition & Results of Operation
The Business of the Company
Management and Compensation
Specific Transactions
Principal Shareholders & Description of Capital Stock of the Company
Terms of the Securities Offered
Tax & Legal Matters
Documents Available for Inspection
Financial Statements & Selected Financial Data
Projections
Exhibits
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CHECKLIST FOR DRAFTING LIMITED PARTNERSHIP
AGREEMENTS
Not all items are relevant in all contractual situations. In some situations, other provisions may be appropriate
that are not listed below. The following checklist is, however, a basic and general guide as to what provisions to
include in the contracts that you enter into. This document is not intended to substitute for legal advice nor legal
wording provided by a competent advisor in the relevant legal jurisdiction.
GENERAL
Under what state law will the partnership be formed?
What is the name of the partnership? Has the name been checked with the Secretary of State?
What is the purpose of the partnership?
What is the term of the partnership?
Who is the general partner(s)?
Who is the agent for service of process?
Is the general partner a limited liability entity?
Capital contributions
What is the initial capital contribution of the general and limited partner?
Will partners be required to make additional contributions if necessary?
What happens if a partner fails to make a required capital contribution?
Is the approval of only the general partner required for the admission of new limited partners?
Are partners allowed to withdraw their capital contributions? If so, under what circumstances?
Is a partner entitled to interest on his or her capital contributions?
Does any partner have any priority on distributions over any other partners?
allocations
How are distributions to be divided among the partners?
How are tax allocations made?
Will the general partner be obligated to make up capital accounts?
When are distributions to be made?
Will there be special distributions required to be made to at least pay for tax on each partner’s pro rate income
from the partnership?
management of the partnership
How broad are the management powers of the general partner? What are the limitations?
If more than one general partner, what actions require the consent of all of the general partners?
Is the general partner obligated to devote any particular amount of time to partnership matters?
Is the general partner and its affiliates free to engage in other activities?
Is there any limit on the general partner’s right to form other partnerships?
Will the general partner be broadly protected from liability?
Will the general partner be indemnified for acts taken on behalf of the partnership?
Under what circumstances might the general partner be liable to the partners for acts or omissions?
1921
What specific duties does the general partner have?
compensation to the general partner
What fees is the general partner entitled to?
What reimbursements is the general partner entitled to?
Is the general partner entitled to incentive compensation or a carried interest?
books, records, accounts and reports
What books and records are to be maintained by the partnership?
What access rights will the limited partners have to partnership books and records? ©
What reports will the limited partners be required to receive? C
Who will be the tax matters partner? o
voting rights p
What voting rights will the limited partners have? y
What major actions can the general partners take without limited partner approval? r
meetings i
Where will meetings be held? g
How can meetings be called? h
What notices for meetings must be given? t
What quorum is necessary for meetings? E
Can actions be taken by written consent of the partners? n
assignment of interests v
Does the general partner have the right to assign its interest in distributions? i
What rights does an assignee of a limited partner’s interest get? s
In what situations will assignment be prohibited? i
What are the procedures for substitution of limited partners? o
What happens on the death, incompetency or bankruptcy of a limited partner? n
termination of a general partner C
Under what circumstances can the general partner voluntarily withdraw as the general partner of the partnership? o
What are the events that will result in the general partner ceasing to be the general partner of the partnership? r
Under what circumstances can the limited partners remove the general partner? p
What happens to the general partner’s interest when it has ceased to be the general partner? o
DISSOLUTION AND TERMINATION OF THE PARTNERSHIP r
Under what circumstances will the partnership be dissolved? a
Under what circumstances can the partnership continue not withstanding a technical dissolution? t
How are distributions to be made on liquidation of the partnership? i
miscellaneous o
Which amendments to the partnership agreement can be effected solely by the general partner, without the n
consent of the limited partners? .
How are other amendments to the partnership agreement to be effected? 2
When will amendments to the partnership’s Certificate of Limited Partnership have to be made? 0
What power of attorney is granted to the general partner? 0
Is there an arbitration clause that governs any disputes among the partners? 2
Are the limited partners liable in circumstances other than for their capital contributions? .
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CHECKLIST FOR FORMATION OF A CORPORATION
This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor
in the relevant legal jurisdiction.
Corporate Name
Yes No Has the name of the corporation been checked to see if it is available?
 
Yes No Has a trademark/trade name search been done to check if there are any confusingly
  similar names being used?
Incorporation Documents
Yes No Have the Articles of Incorporation (or Certificate of Incorporation) been filed?
 
Yes No Has the Action of Incorporator appointing the initial directors and adopting Bylaws
  been signed?
Yes No Has the Organizational Board of Directors Resolutions been signed by all directors?
 
Yes No Have the Bylaws been certified by the Secretary as adopted?

 
Yes No Have the shareholders approved the Bylaws and any other necessary matters?
 
Agreements
Yes No Is a Right of First Refusal Agreement desired by the shareholders, granting a right to
  purchase before a shareholder can transfer shares?
Yes No Is some kind of Voting Agreement or Shareholders Agreement desired?

 
Yes No Is an Employment Agreement desired for any of the employees?
 
1924
Yes No Should employees and consultants be required to sign a Confidentiality and Invention
  Assignment Agreement?
Yes No Are any other agreements appropriate at the incorporation stage?

 
Yes No Have those agreements been authorized by the Board of Directors, if appropriate?
 
Employer Filings
Yes No Has the Employer I.D. form been filed?

 
Yes No Is a state/province employer I.D. form required to be filed and has it been filed?
 
Licenses, Permits and Governmental Filings
Yes No Has the company qualified to do business in all states it needs to?
 
Yes No Are there any needed local, state or federal licenses or permits necessary to operate the
  business?
Yes No Is a fictitious business name statement required?

 
Yes No Have any required notice filings been made?

 
Yes No Should any trademark or service mark filings be made?

 
Stock
Yes No Has the issuance of stock been authorized by Board action? And shareholders action if
  necessary?
1925
Yes No Has the company received the consideration for the stock issued?
 
Yes No Have the securities laws been complied with ?

 
Yes No Have all SEC Form notices been timely filed?

 
Yes No Has the Stock Ledger been established and updated?

 
Yes No Have stock certificates been issued with appropriate legends?

 
Yes No Have appropriate investment representations letters, stock purchase agreements or

  stock subscription agreement been executed by the stockholders?
1926
C HECKLIST FOR COMPLETE CONTRACTS TERMS
Not all items are relevant in all contractual situations In some situations, other provisions may be appropriate that
are not listed below The following checklist is, however, a basic and general guide as to what provisions it may be
important to include, or at least consider, in the business contracts that you enter into This document is not
intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal
jurisdiction
Parties
Names
Addresses
Number of shares subscribed by each
Cash
Property
Description
Valuation
Size of loan to be made by each
Terms
Interest
Maturity
Incorporation agreement
Agreement to form corporation
State of incorporation
Additional states for qualification
Name
Substitute if unavailable
General purposes and powers
All lawful purposes
Special purposes and powers
Principal office
Capitalization
Classes of stock (Series & Number of authorized shares)
Par or no-par value
Preemptive rights
Preferences of classes
Dividends (Cumulative or non-cumulative)
Redemption rights
1927
Voting powers of classes
For directors
For ordinary actions of corporation
For extraordinary actions of corporation
Debt capital
Amount
Terms
Lender(s)
Directors and officers

Number of directors
Names of first directors
Number and titles of officers
Names of first officers to be elected
Implementation of agreement
Employment of attorney
Name and address
Attorney’s powers and duties
Responsibility of parties for incorporation expenses
Proportionate to capital invested by party
Subscription payments
Time of payment
Event causing payment
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Payment into escrow fund until all subscriptions received
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Special provisions
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Payment to promoters for services
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Cash
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Public issue of stock or debt
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Amount
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Underwriters or method of sale
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Manner of compliance with securities and blue-sky laws
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Assumption of property and liabilities of existing business of incorporators
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Allocation of stock or securities
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Property to be purchased
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From incorporators
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From others
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Method of valuation
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Leases, franchises or other special contracts to be entered into by corporation
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Valuation or terms if with incorporations
Close corporation provisions
Restrictions on transferability of stock
Right of first refusal
Cross purchase agreements
Valuation of stock
Funding of agreements with insurance
Employment contracts for key employees
Terms
Salary
Class voting to elect stated number of directors by each class of stock
Class voting to amend articles of incorporation or bylaws
Percentage vote to approve
Electing named persons as officers
Pro rata participation in additional stock issues
Adoption of fringe employment benefits
Pension and profit-sharing plans
Life, medical, and other insurance
Incorporation of agreement into articles of incorporation and bylaws
Ratification by shareholders and directors
General provisions
Entire agreement between parties
Amendments only in writing signed by parties
Further assurances to implement agreement
Non-assignability of agreement
State law controlling
Special federal tax provisions to be followed
Closing
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Signatures
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Witnesses
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Notarization
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LEGENDS FOR STOCK CERTIFICATES
Securities Act Legend
In typical start-up companies where the shares are issued under the private placement exemption from the
registration requirements of the Securities Act of 1933, the following legend (or a variation thereof) should be
placed on the front of the stock certificate or on the back with a notice on the front referring to the legend:
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF
REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE
SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
Intrastate Offering Legend
If the securities have been issued in a transaction exempted from the federal registration requirements pursuant
to the intrastate offering exemptions from the Securities Act of 1933, then the following legend should be placed
on the stock certificate:
FOR A PERIOD OF NINE MONTHS FROM THE DATE OF THE LAST SALE OF SECURITIES BY
THE ISSUER IN CONNECTION WITH THE OFFERING WHREBY THESE SHARES WERE
PUCHASED, ALL RESALES OF THESE SECURITIES, BY ANY PERSON, SHALL BE MADE ONLY TO
BONA FIDE PERMANENT RESIDENTS OF THE STATE OF [name of state].
California Securities Legend

State securities laws may require the imposition of additional legends. For example, in California, if securities are
qualified with the Department of Corporations, the following legend is sometimes required by the Department
of Corporations on the certificate:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES, OR ANY
INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES.
Restrictions on Transfer
If the company and the shareholders have entered into an agreement imposing restrictions on transfer of the shares
or placing rights of first refusal on sale of the shares, a form of the following legend is appropriate. Restrictions on
transfer may not be valid as against a purchaser without actual knowledge of the restriction unless the restriction
is conspicuously noted on the certificate.
THE SHARE, TRANSFER, OR HYPOTHECATION OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF AN AGREEMENT AMONG THE ISSUER
1930
OF THESE SHARES AND ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE ISSUER.
Employee Restricted Stock
If the shares are issued pursuant to an Employee Restricted Stock Purchase Agreement that provides for vesting
of the shares dependent upon continued employment with the company, or if the company or other shareholders
have certain repurchase rights in connection with the shares, a variation of the following provision will be
appropriate:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE

PROVISIONS IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
ISSUER AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE ISSUER.
Preferred Stock
If the stock to be issued is preferred stock, consider the following legend:
THE RIGHTS, PREFERENCES, PRIVELEGES AND RESTRICTIONS GRANTED TO OR IMPOSED
UPON EACH CLASS OR SERIES OF SHARES OF THE CORPORATION ARE CONTAINED IN THE
CORPORATION’S ARTICLES OF INCORPORATION, A COPY OF WHICH IS OBTAINABLE
FROM THE SECRETARY OF THE CORPORATION UPON REQUEST AND WITHOUT CHARGE.
Other Legends
It may also be required by law or be otherwise appropriate that the share certificate reflect rights or liabilities
attendant to the shares such as assessment rights, preemptive rights, special qualifications of persons who may be
shareholders, restrictions on or assignment of voting rights, or rights of co-sale and the like.
1931
P RE - INCORPORATION AGREEMENT
BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and existing under
AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing under the
AND: [THIRD PARTNER NAME] (the "Third Partner"), a corporation organized and existing under the laws
RECITALS
First Partner now owns and operates a [DESCRIBE] business in [STATE/PROVINCE] known as [DESCRIBE]
Company, and he [she] would like to incorporate that business and Second Partner and Third Partner agree to
take a certain amount of the stock in the corporation.
TERMS
Company has been inventoried by the above-named parties and it is agreed between them that Company,
including all personal property, namely: [DESCRIBE], and everything used and kept in business, including all
book accounts, is to show a value of [VALUE] net and is to be taken in by corporation at those figures.
Second Partner agrees to pay in cash the amount of [AMOUNT], the receipt of which is acknowledged, and from
the date of signing this contract is an owner of an undivided one-half interest in [DESCRIBE] as set forth above.
It is agreed to incorporate the company under the laws of the State of [STATE/PROVINCE] for [AMOUNT],
and that stock shall be issued [AMOUNT] to First Partner and [AMOUNT] to Second Partner as their interest
may appear.
It is agreed that when corporation is formed, and stock issued, First Partner will sell to Third Partner,
[AMOUNT] of stock, and Second Partner agrees to sell an equal amount of stock to Third Partner, the intention
being that as soon as the corporation is incorporated all of the above-named parties are to have an equal amount
of stock in the corporation.
It is agreed by Third Partner that he [she] will purchase the above described stock as set forth, paying for it by
giving an individual note to the respective parties for the amount of stock received from them, and that the stock
will be deposited with them as collateral security for payment of the note. The note will be dated [DATE], and
due three years from that date with interest at [%] percent and until the corporation is completed. Third Partner
is a partner to a [%] interest in the business.

THIRD PARTNER
1932
1933
P RE - INCORPORATION DESIGNATION OF DIRECTORS
BETWEEN: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation organized and
AND: [SECOND INCORPORATOR NAME] (the "Second Incorporator"), a corporation organized and
TERMS
All the parties to this Pre-Incorporation Agreement shall be the first directors of the corporation upon its
organization, and shall serve as such until their several successors are elected and qualify pursuant to the bylaws
of the corporation. The first directors shall [serve without remuneration or each receive the sum of [AMOUNT]
for each meeting of the board, regular or special, actually attended or as the case may be].
[Name], one of the first directors of the corporation, shall serve as its general manager until [his or her] successor
is duly selected and qualified, shall perform all services required of [him or her] in the general management and
operation of the business of the corporation, and shall receive for such services as general manager a salary of
[AMOUNT] of [month or year].
The By-laws shall provide that the officers of the corporation shall consist of a president, a vice-president, and a
secretary-treasurer [add other officers, as required]. The first officers of the corporation, who shall take office and
serve immediately upon its formation and until duly relieved by the board of directors, shall be [name], president;
[name], vice-president; [name], secretary-treasurer; [add other appointees, if any]. Until and unless the board of
directors otherwise provides, the [monthly or yearly] salaries of the officers shall be as follows:
President: [AMOUNT]
1934
RIGHT OF FIRST REFUSAL AGREEMENT
This Right of First Refusal Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of
AND: [FIRST HOLDER NAME] (the "First Holder"), a corporation organized and existing under the laws of
AND: [SECOND HOLDER NAME] (the "Second Holder"), a corporation organized and existing under the
AND: [THIRD HOLDER NAME] (the "Third Holder"), a corporation organized and existing under the laws
In consideration of the mutual promises, covenants and conditions herein contained and for other good and
valuable consideration, the parties hereto agree as follows:
Definitions
Certain terms used herein are defined as follows:
“Board of Directors” means the Board of Directors of the Company and any committee thereof.
“Shares” means any shares of capital stock of the Company or any securities convertible into or exchangeable for
any class of capital stock of the Company and all securities into which such Shares may be converted or reclassified
as a result of any merger, consolidation, stock split, stock dividend, or other recapitalization of the Company,
whether now owned or hereafter acquired.
Restrictions on Transfer
No Holder may sell or engage in any transaction which has resulted in or will result in a change in the beneficial
or record ownership of any Shares held by the Holder, including without limitation a voluntary or involuntary
sale, assignment, transfer, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy (a
“Transfer”), except as provided in this Agreement, and any such Transfer of Shares or attempted Transfer of
Shares in contravention of this Agreement shall be void and ineffective for any purpose or confer on any transferee
or purported transferee any rights whatsoever.
Right of First Refusal

Each time a Holder proposes to Transfer (or is required by operation of law or other involuntary transfer) any or
all of the Shares standing in such Holder's name or owned by him or her during the term of this Agreement, such
Holder shall first offer such Shares to the Company in accordance with the following provisions:
1935
Such Holder shall deliver a written notice (a “Notice”) to the Company stating (a) such Holder's bona fide
intention to Transfer such Shares, (b) the name and the address of the proposed transferee, (c) the number of
Shares to be transferred, and (d) the purchase price per Share and terms of payment for which the Holder proposes
to Transfer such Shares.
Within [NUMBER] days after receipt of the Notice, the Company or its designee shall have the first right to
purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice
provides for the payment of non-cash consideration, the Company at its option may pay the consideration in cash
equal to the Company's good faith estimate of the present fair market value of the non-cash consideration offered.
If the Company or its designee elects not to purchase or obtain all of the Shares designated in the selling Holder's
Notice, then the Holder may Transfer the Shares referred to in the Notice to the proposed transferee, providing
such Transfer (a) is completed within 30 days after the expiration of the Company's right to purchase or obtain
such Shares, (b) is made at the price and terms designated in the Notice, and (c) the proposed Transferee agrees to
be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately
upon receipt of such Shares. If such Shares are not so transferred, the selling Holder must give notice in accordance
with this paragraph prior to any other or subsequent Transfer of such Shares.
Notwithstanding Section 3(a), a Holder may Transfer Shares: (i) to a member of the Holder's Immediate Family
or to a trust established for the benefit of a member or members of the Holder's Immediate Family, (ii) to an
affiliate or equity holder of the Holder, (iii) to a person who is a constituent partner of the Holder on the date
hereof, or (iv) to the estate of any of the foregoing by gift, will or intestate succession; provided that the Holder
or his representative notifies the Company of such Transfer not less than [NUMBER] nor more than
[NUMBER] days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and
provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such
Shares.
No Transfer to Competitors
A Holder may not Transfer any Shares to a competitor of the Company, or to any shareholder, partner or other
beneficial holder of an equity ownership interest in a competitor, other than pursuant to a merger, combination,
or other transaction approved by the Board of Directors.
Governing Law
Notwithstanding any provisions to the contrary contained in this Agreement, the Company's obligations to pay
or complete payment for any Shares to be purchased by it under this Agreement is subject to its being legally
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permitted to do so under the tests contained in Sections [NUMBER] of the
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[STATE/PROVINCE/COUNTRY] General Corporation Law or any successor statute applicable thereto.
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Each certificate representing shares owned of record or beneficially by a party to this Agreement shall be endorsed
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with the following legend:
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HOLDERS THAT ARE SIGNATORIES THERETO, PROVIDING FOR, AMONG OTHER MATTERS,
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THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED
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BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
BUSINESS OFFICE OF THE COMPANY.
Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee
thereof shall have executed and become a party to this Agreement and thereby shall have become subject to all of
the provisions hereof; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind
shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject
hereto.
Term of Agreement
The restrictions on Transfer of Shares set forth in this Agreement shall terminate upon any of the following:
The determination of the Board of Directors that this Agreement shall be terminated.
The dissolution or bankruptcy of the Company.
The consummation of a public offering for any of the common stock of the Company registered under the
[LAW/CODE/ACT].
Acknowledgments
Each Holder acknowledges that other shareholders of the Company may have restrictions on their shareholdings
different than the terms contained herein.
Further Assurances
Each party hereto agrees to perform any and all further acts and to execute and deliver any documents which may
reasonably be necessary to carry out the provisions of this Agreement.
Modification
This Agreement as applied to any Holder may be amended at any time by the written agreement of the Company
and a Holder affected thereby.
Will Provisions
Each Holder agrees to insert in his or her will, or to execute a codicil thereto, directing and authorizing his or her
executor to fulfill and comply with the provisions hereof.
Notice
Any notice required or permitted hereunder shall be delivered in person or sent by telecopier, air courier or
certified mail, return receipt requested, postage and fees prepaid in all cases; in the case of the Company, to the
then current address of its then principal business office, to the attention of the Chairman of its Board of
Directors, and, in the case of a Holder, to the address of such Holder shown on the signature page hereto, or to
such other address as will have been specified by prior written notice to the sending party. Notice shall be effective ©
upon delivery if it is hand-delivered; upon receipt if it is transmitted by tele-copier, air courier or registered, C
certified or express mail; upon expiration of the third business day after deposit in the [COUNTRY] mail if o
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mailed from and to an address in the [COUNTRY]; and upon expiration of the tenth business day after deposit
in the [COUNTRY] mail if mailed from or to an address outside the [COUNTRY].
Succession
This Agreement shall be binding upon and inure to the benefit of the parties hereto and upon their permitted
successors in interest of any kind whatsoever, their heirs, executors, administrators, and personal representatives.
Governing Law
This Agreement will be governed in all respects by the laws of the State of [STATE/PROVINCE] as such laws
are applied to agreements between [STATE/PROVINCE] residents entered into and to be performed entirely
within [STATE/PROVINCE], without regard to conflicts of law [principles]. The parties hereby consent to the
exclusive jurisdiction of the state or federal courts located in the State of [STATE/PROVINCE], for the
resolution of any disputes arising out of this Agreement.
Counterparts
This Agreement may be signed in any number of counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument.
Sole Agreement
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous agreements and understandings
pertaining thereto whether oral or written.
Construction
The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in
construing this Agreement. The language of this Agreement shall be construed as to its fair meaning and not
strictly for or against any party.
Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision ©
shall be excluded from this Agreement and the balance of this Agreement shall be enforceable in accordance with C
its terms and interpreted as if such provisions were as excluded. o
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In the event that any dispute among the parties hereto should result in litigation or arbitration, the prevailing r
party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of i
enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses. g
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. h
COMPANY FIRST HOLDER t
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C ONSENT OF S POUSE
The undersigned spouse(s) of the party (parties) to the foregoing Agreement acknowledge(s) on his or her own
behalf that: I have read the foregoing Agreement and I know its contents. I am aware that by its provisions my
spouse grants the Company an option to purchase all of his or her shares of the Company, including my
community interest in them. I hereby consent to the sale, approve of the provisions of the Agreement, and agree
that those shares and my interest in them are subject to the provisions of the Agreement and that I will take no
action at any time to hinder operation of the Agreement on those shares or my interest in them.
SPOUSE SPOUSE
SPOUSE SPOUSE

Name
1940
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the “Agreement”) is made and effective [DATE],
BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and existing under
AND: [FIRST SHAREHOLDER NAME] (the "First Shareholder"), a corporation organized and existing
AND: [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), a corporation organized and
AND: [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), a corporation organized and existing
WITNESSETH:
WHEREAS, the present distribution of shares of the Corporation is as follows:
WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to
provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned
by any Shareholder;
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally
bound, the parties hereby agree as follows:
Definitions
"Offering Shareholder" means any Shareholder, or his personal representatives, heirs, administrators, and
executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his
Shares to the Company or the Continuing Shareholders.
"Continuing Shareholders" means all Shareholders other than an Offering Shareholder.
"Buyer" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares
pursuant to this Agreement.
Purchase for Investment
1941
Each Shareholder represents and warrants that he is acquiring and has acquired his Shares for his own account for
investment and not with a view to, or for resale in connection with, any distribution thereof or with any present
intent of selling any portion thereof.
Transfers of Shares
A Shareholder may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or otherwise
dispose of any Shares except pursuant to this Agreement.
Transfers to the Company

Notwithstanding anything to the contrary contained in this Agreement, a Shareholder may give, sell, transfer or
otherwise dispose of all or any of his Shares to the Company at such price and on such terms and conditions as
such Shareholder and the Board of Directors of the Company may agree.
Transfer to Others
Except as provided for in Paragraph 3.1 above, a Shareholder desiring to dispose of some or all of his Shares may
do so only pursuant to a bona fide offer to purchase (the "Offer") and after compliance with the following
provisions. Such Shareholder shall first give written notice to the Company and the other Shareholders of his
intention to dispose of his Shares, identifying the number of Shares he desires to dispose of, the proposed purchase
price per Share and the name of the proposed purchaser and attaching an exact copy of the Offer received by such
Shareholder.
The Company's Right to Purchase

The Company shall have the exclusive right to purchase all of the Shares which the Offering Shareholder proposes
to sell at the proposed purchase price per Share. The Company shall exercise this right to purchase by giving
written notice to the Offering Shareholder (with a copy thereof to each of the Continuing Shareholders) within
[NUMBER] days after receipt of the notice from the Offering Shareholder (the "[NUMBER] Day Period") that
the Company elects to purchase the Shares subject to the Offer and setting forth a date and time for closing which
shall be not later than [NUMBER] days after the date of such notice from the Company. At the time of closing,
the Offering Shareholder shall deliver to the Company certificates representing the Shares to be sold, together
with stock powers duly endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any
and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering
Shareholder.
The Continuing Shareholders Right to Purchase

Shareholders shall have the right for an additional period of [NUMBER] days (the "Additional [NUMBER] Day
Period") commencing at the expiration of the [NUMBER] Day Period to purchase the Shares which the Offering
Shareholder proposes to sell at the proposed purchase price per Share. The Continuing Shareholders shall exercise
this right to purchase by giving written notice to the Offering Shareholder prior to the expiration of the
Additional [NUMBER] Day Period that they elect to purchase his Shares and setting forth a date and time for
closing which shall be not later than [NUMBER] days after the expiration of the Additional [NUMBER] Day
Period. Any purchase of Shares by all or some of the Continuing Shareholders shall be made in such proportion
1942
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as they might agree among themselves or, in the absence of any such agreement, pro rata in proportion to their o
ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such offer, but p
in any event one or more of the Continuing Shareholders must agree to purchase all the Shares which the Offering y
Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall deliver to Buyer certificates r
representing the Shares to be sold, together with stock powers duly endorsed in blank. Said Shares shall be i
delivered by the offering Shareholder free and clear of any and all liens and encumbrances. All transfer taxes and g
documentary stamps shall be paid by the Offering Shareholder. h
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Performance of Acceptance E
When exercising the rights granted in Paragraphs 3.2 hereof, Buyer must elect to purchase all Shares which the n
Offering Shareholder proposes to sell for the price and upon the same terms for payment of the price as are set v
forth in the Offer; provided, however, that if said offer received by the Offering Shareholder shall provide for any i
act or action to be done or performed by the party making such Offer at any time before or within [NUMBER] s
days after the last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3.2 hereof, then the Buyer i
shall be deemed to have complied with the terms and conditions of such Offer if Buyer does or performs such act o
or action within [NUMBER] days after the last day for exercise of Buyer's right to purchase pursuant to n
Paragraphs 3.2 hereof. C
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Sale to Third Party r
If either the Company or some or all of the Continuing Shareholders do not elect to purchase all of the Shares p
which the Offering Shareholder proposes to sell, the Offering Shareholder may accept the Offer which the o
Offering Shareholder mailed with his notice to the Company pursuant to Paragraph 3.2 hereof and transfer all r
(but not less than all) of the Shares which he proposes to sell pursuant thereto on the same terms and conditions a
set forth in such Offer, provided that any transferee of such Shares shall be bound by this Agreement, and further t
provided that if such sale is not completed within [NUMBER] days after the date notice is received by the i
Company under Paragraph 3.2 hereof, all such Shares shall again become subject to the restrictions and provisions o
of this Agreement. n
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Right of Co-Sale 2
Notwithstanding any other provision hereof, in the event the Offering Shareholder receives an Offer from an 0
unaffiliated third party (the "Offeror") to purchase from such Shareholder not less than [%] of the Shares owned 0
by such Shareholder and such Shareholder intends to accept such Offer, the Offering Shareholder shall, after 2
complying with the provisions of Paragraph 3.2 above and before accepting such Offer, forward a copy of such .
Offer to the Company and each of the Continuing Shareholders. The Offering Shareholder shall not sell any such A
Shares to the Offeror unless the terms of the Offer are extended by the Offeror to the Continuing Shareholders l
pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) l
at the time of such Offer. The Continuing Shareholders shall have [NUMBER] days from the date of the r
foregoing Offer to accept such Offer. i
First Shareholder, Second Shareholder and Third Shareholder may each during their lifetimes transfer all, hut not g
less than all, of their Shares to said Shareholder's spouse or a lineal descendant of such Shareholder, so long as prior h
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to such transfer (i) such person, the Company, and all the Shareholders amend this Agreement to the reasonable
satisfaction of such person, the Company and all the Shareholders to provide the parties to this Agreement with
the rights, remedies and effect provided in this Agreement as if no such transfer had occurred, and (ii) the
proposed transferee agrees in a writing satisfactory to the Company and all Shareholders that such person shall
vote for First Shareholder, Second Shareholder and Third Shareholder (or their nominees) as directors of the
Company and shall be bound by all the terms and conditions of this Agreement.
Right of First Refusal

Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or exchange, agree
to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock or
any other equity security of the Company which is convertible into Common Stock or any other equity security
of the Company, (ii) any debt security of the Company which is convertible into Common Stock or any other
equity security of the Company, or (iii) any option, warrant or other right to subscribe for, purchase or otherwise
acquire any equity security or any such debt security of the Company, unless in each case the Company shall have
first offered to sell to each Shareholder, pro rata in proportion to such Shareholder's then ownership of Shares of
the Company, such securities (the "Offered Securities") (and to sell thereto such Offered Securities not subscribed
for by the other Shareholders as hereinafter provided), at a price and on such other terms as shall have been
specified by the Company in writing delivered to such Shareholder (the "Stock Offer"), which Stock Offer by its
terms shall remain open and irrevocable for a period of [NUMBER] days (subject to extension pursuant to the
last sentence of subsection (b) below) from the date it is delivered by the Company to the Shareholder.
Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be evidenced by a writing
signed by such Shareholder and delivered to the Company prior to the end of the [NUMBER]-day period of such
Stock Offer, setting forth such portion of the Offered Securities as such Shareholder elects to purchase (the
"Notice of Acceptance"). If any Shareholder shall subscribe for less than his pro rata share of the Offered Securities
to be sold, the other subscribing Shareholders shall be entitled to purchase the balance of that Shareholder's pro
rata share in the same proportion in which they were entitled to purchase the Offered Securities in the first
instance (excluding for such purposes such Shareholder), provided any such other Shareholder elected by a Notice
of Acceptance to purchase all of his pro rata share of the Offered Securities. The Company shall notify each
Shareholder within [NUMBER] days following the expiration of the [NUMBER]-day period described above of
the amount of Offered Securities which each Shareholder may purchase pursuant to the foregoing sentence, and
each Shareholder shall then have [NUMBER] days from the delivery of such notice to indicate such additional
amount, if any, that such Shareholder wishes to purchase.
In the event that Notices of Acceptance are not given by the Shareholders in respect of all the Offered Securities,
the Company shall have [NUMBER] days from the expiration of the foregoing [NUMBER]-day or
[NUMBER]-day period, whichever is applicable, to sell all or any part of such Offered Securities as to which a
Notice of Acceptance has not been given by the Shareholders (the "Refused Securities") to any other person or
persons, but only upon terms and conditions in all respects, including, without limitation, unit price and interest
rates, which are no more favorable, in the aggregate, to such other person or persons or less favorable to the
Company than those set forth in the Stock Offer. Upon the closing, which shall include full payment to the
Company, of the sale to such other person or persons of all the Refused Securities, the Shareholders shall purchase
from the Company, and the Company shall sell to the Shareholders the Offered Securities in respect of which
1944
Notices of Acceptance were delivered to the Company by the Shareholders, at the terms specified in the Stock
Offer.
In each case, any Offered Securities not purchased by the Shareholders or other person or persons in accordance
with Section 4(c) may not be sold or otherwise disposed of until they are again offered to the Shareholders under
the procedures specified in Sections 4(a), (b) and (c).
The rights of the Shareholders under this Section 4 shall not apply to the following securities (the "Excluded
Securities"):
Any (A) shares of Common Stock or any other equity security of the Company which is convertible into
Common Stock or any other equity security of the Company, (B) debt security of the Company which is
convertible into Common Stock or any other equity security of the Company, or (C) option, warrant or other
right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company
(collectively, an "Equity Security") if the issuance of such Equity Security does not alter the respective proportions
of ownership (on a fully diluted basis) by First Shareholder, Second Shareholder and Third Shareholder, as among
themselves, of Equity Securities immediately prior to the issuance of such Equity Security;
Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination of the
outstanding shares of Common Stock;
Securities issued pursuant to the acquisition by the Company of another corporation to the stockholders of such
other corporation by merger or purchase of substantially all of the assets whereby the Company owns not less
than [%] of the voting power of such other corporation; and
Sale Or Redemption Upon Termination of Employment, Disability Or Death

Upon the termination of a Management Shareholder's employment or other relationship with the Company
(including without limitation, any position as an officer, director, consultant, joint venturer, independent
contractor, or promoter to or of the Company) for whatever reason, the Disability (as defined below) of a
Management Shareholder, or the death of a Management or Non management Shareholder (any such event
hereinafter a "Triggering Event"), such Shareholder (or his heirs, executors, guardian or personal representative)
within [NUMBER] days after the Triggering Event shall offer to sell all, but not less than all, of the Shares owned
by the Shareholder. Each offer shall be made to the Company in writing and shall exist for a period of [NUMBER]
days after such offer has been received by the Company. If the Company fails to purchase all of the Shares offered,
the offer to sell shall be made in writing to all of the Continuing Shareholders in such proportion as the
Continuing Shareholders may agree among themselves, or in the absence of agreement, pro rata in proportion to
their then ownership of Shares of the Company (excluding the Offering Shareholder's (Shares), and shall exist for
a period of [NUMBER] days after the offer has been received by all of the Continuing Shareholders. For purposes
of this Agreement, "Disability" of a particular person means the inability, due to a physical or mental condition,
of such person to maintain his employment or other relationship with the Company (including without
limitation, fulfilling his duties in any position as an officer, director, consultant, joint venturer, independent
contractor, or promoter to or of the Company) or to conduct his normal daily activities on behalf of the
Corporation for any [NUMBER] consecutive month period.
1945
Purchase Price
The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be determined as follows: The
Company or the Continuing Shareholders, as the case may be, within [NUMBER] days after receipt of any offer
referred to in Paragraph 5 above, shall notify the Offering Shareholder of the price at which the Company or the
Continuing Shareholders, are willing to purchase the Shares.
In the event the Offering Shareholder objects to the purchase price established in accordance with Paragraph 6(a)
above, the Offering Shareholder shall have the right to solicit offers to buy the Shares in accordance with the
provisions of Paragraph 3.2. The right to solicit offers shall be subject to the terms and conditions of Section 3.2
and 3.3 hereof, including without limitation, the rights of first refusal and co-sale and the period during which ©
any right of first refusal must be exercised but shall not be subject to the [NUMBER] day period referred to in C
Paragraph 3.2 of this Agreement. o
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Payment of Purchase Price y
The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be paid at the closing of the sale. r
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Put and Call Options g
Each Shareholder shall have the right and option upon the written declaration (a "Declaration") by such h
Shareholder to the other Shareholders and the Company of the occurrence of an "impasse" (as defined below) to t
sell to the Continuing Shareholders all of his Shares, and the Continuing Shareholders shall have the obligation E
to either (i) purchase all of such Shares owned by the offering Shareholder in such proportion as the Continuing n
Shareholders may agree upon, and if they cannot so agree, pro rata in proportion to their then ownership of Shares v
of the Company (excluding the Offering Shareholder's Shares) or (ii) if the Continuing Shareholders are unable i
or unwilling to purchase all of the Shares owned by the Offering Shareholder, sell all of their Shares to the Offering s
Shareholder, and the Offering Shareholder shall have the obligation to buy such Shares. i
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An "impasse" shall be conclusively evidenced by (i) either First Shareholder, Second Shareholder or Third C
Shareholder or their respective representative, voting opposite the others at a vote at a shareholders meeting or at o
a vote at a meeting of the Board of Directors of the Company (or failing to attend such meetings upon due notice r
if such failure results in the lack of a quorum making such vote impossible), which vote is on a material issue, not p
in the ordinary course of business, and affecting the business, assets or operations of the Company, including, but o
not limited to, a proposal to merge, liquidate, consolidate or dissolve the Company, or to sell, lease or dispose of r
all or substantially all of the assets of the Company or to amend the substantive provisions of the Company's a
bylaws or articles of incorporation, or to issue or redeem stock, or to declare dividends of any kind, and (ii) either t
First Shareholder, Second Shareholder or Third Shareholder notifying the others and the Company and any other i
Shareholders within [NUMBER] days after such meeting, proposed meeting or vote than an "impasse" has o
occurred. The put and call rights granted to each Shareholder under this Paragraph 8 are independent of the other n
rights granted to the Shareholders and the Company under the other terms of this Agreement and such rights are .
not mutually exclusive or inconsistent. 2
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The Continuing Shareholders shall exercise any option provided for in this Paragraph 8 within [NUMBER] days
after receipt of a declaration. Any closing of the sale of Shares pursuant to such exercise shall occur within
[NUMBER] days after receipt of a Declaration.
Purchase Price
Any purchase or sale of Shares sold pursuant to this Paragraph 8 shall be at the price as set forth in the Declaration
delivered by the Shareholder exercising his right to sell his shares and shall be paid at the closing of the sale of the
Shares.
Rights Upon Registration

In the event that the Company shall register or qualify any or all of the common stock of the Company under the
[CODE OR LAW], as amended (or any similar statute then in force), on an appropriate registration statement,
the Company shall give the Shareholders written notice thereof, and upon written request of a Shareholder,
received by the Company not later than [NUMBER] days after receipt by the Shareholder of such notice, the
Company will include in the registration statement filed by the Company with the Securities and Exchange
Commission all Shares held by such Shareholder with respect to which the Shareholder shall have so requested
registration.
Agreement Binding on All Persons Interested in Shares

Each person who now or hereafter acquires any legal or equitable interest in any Shares shall be bound by the
terms of this Agreement. No issuance or transfer of Shares shall be effective and the Company shall not enter any
issue or transfer upon the stock books of the Company or issue a certificate in the name of any person unless the
Company is satisfied that such person is, and in a manner satisfactory to the Company has acknowledged being,
bound by this Agreement. ©
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Closing o
Except as otherwise agreed to or expressly provided for herein, closing pursuant to the exercise of a right to p
purchase or sell Shares pursuant to this Agreement shall be held at the principal y
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executive offices of the Company. i
Entry of Legend Upon Stock Certificates g
The following legend shall be immediately entered on each stock certificate representing Shares owned by the h
Shareholders: t
"The gift, sale, mortgage, pledge, hypothecation or other encumbering or transfer of the shares of the capital stock E
represented by this certificate is restricted in accordance with the terms and conditions of a Shareholders n
Agreement dated [DATE], a copy of which is on file at the principal executive offices of the Company. Said v
Shareholders Agreement restricts the ability of the Shareholder to sell, give, pledge, bequeath or otherwise transfer i
or dispose of this stock certificate and the shares of capital stock represented by it." s
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The terms and conditions of this Agreement shall specifically apply not only to Shares owned by Shareholders at
the time of execution of this Agreement, but also to any Shares acquired by any Shareholder subsequent to such
execution.
Board of Directors
At each election of the Board of Directors of the Company, the Shareholders shall vote their Shares to elect three
directors of the Company, one director being First Shareholder, or his nominee, one director being Second
Shareholder, or his nominee, and one director being Third Shareholder, or his nominee.
Community and Marital Property Laws

Notwithstanding anything to the contrary contained herein, the following terms shall control to the extent
community property laws or other marital property laws apply to the Shares of any Shareholder:
Lifetime Transfers
The provisions of this Agreement regarding restrictions against the transfer of Shares shall apply to any interest of
the spouse of any Shareholder in such Shares (said spouse is hereinafter referred to as a "Spouse").
Transfers Upon Death of Spouse

If the Spouse of a Shareholder predeceases such Shareholder and has failed to bequeath to such Shareholder the
deceased Spouse's entire marital property interest, if any, in the Shares held by the Shareholder, or if the Spouse
of a Shareholder is adjudicated to be bankrupt or insolvent, or makes an assignment for the benefit of his or her
creditors (collectively referred to herein as an "Event"), then to the extent necessary to divest the Spouse of any
interest in the Shares of such Stockholder, within three months after the date of the occurrence of the Event, the
Shareholder shall have the option to and must purchase such marital property interest of his or her Spouse or the
estate of the deceased Spouse, as the case may be, in the Shares held by the Shareholder at a price equal to the lesser
of either the value of the spouse's marital property interest in such Shares or the book value of such Shares.
Marital Dissolution
Any decree of dissolution, separate maintenance agreement or other property settlement between a Shareholder
and his or her Spouse shall provide that the entire marital property interest of the Spouse in the Shares of the
Shareholder shall be granted to the Shareholder as part of the division of the property of the marriage and the
Spouse shall release and the Shareholder shall accept any marital property interest of such Spouse in the Shares. If
payment for such Shares is ordered by the Court or demanded by the Spouse, no consideration shall be required,
but if the Shareholder volunteers consideration for said release of interest it shall be no greater than the lesser of
either the value of the Spouse's marital property interest in such Shares or the book value of the Spouse's marital
property interest in such Shares.
Inclusion of Marital Property

Any purchase of the Shares of a Shareholder pursuant to any provision of this Agreement shall include without
limitation or condition the entire marital property interest of the Spouse of such Shareholder in the Shares being
purchased.
Determination of Value
1948
Book value and the value of a Spouse's interest in the Shares of a Shareholder for purposes of this Paragraph 15
shall be determined by the Shareholder. The Company and the other Shareholders shall not be responsible for the
determination of the value of the marital property interest of any Spouse of a Shareholder, the determination of
book value, or the purchase of or payment for such Spouse's marital property interest in the Shares of a
Shareholder.
Insurance
The Company may, if it so desires, purchase insurance policies on the life of any Management Shareholder for
the purpose of payment for stock purchases or as key man insurance. If any Shareholder on whose life the
Company owns an insurance policy shall at any time during his lifetime sell all of his Shares, then that Shareholder
shall have the right to purchase from the Company the insurance policy or policies on his life at the cash surrender
value, if any. The Company shall deliver the policy or policies on the life of such Shareholder upon payment of
the cash surrender value, if any, end shall execute any necessary instruments of transfer and change of beneficiary
forms.
Pro Rata Allocations

All items of income and loss of the Company shall be assigned pro rata to each day throughout the year. However,
the Shareholders hereby consent to make an election pursuant to Section [NUMBER] of the [Code OR LAW] ©
or Section [NUMBER] of the [Code OR LAW] in the event that the Board of Directors determines such C
elections to be in the best interest of a majority of the Shareholders. o
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Subchapter S Election y
The Company may elect to be taxed as a small business corporation under Subchapter S of the Internal Revenue r
Code, as amended from time to time (the "code"), or such other provisions of law as may hereafter be applicable i
to such an election, and for state income tax purposes, if available (hereinafter, an "Election"). Each Shareholder g
and the Company agree to execute and file the necessary forms for making and maintaining an Election, and each h
Shareholder agrees to deliver to the Company the consent of the spouse of such Shareholder if such consent is t
required for the Election under any community or marital property laws or otherwise. The Shareholders and the E
Company agree that they will take such other actions as may be deemed necessary or advisable by counsel to the n
Company to exercise or maintain the Election. The Shareholders shall maintain the Election unless the v
Management Shareholders unanimously agree otherwise or in the event that the Board of Directors requests that i
the Shareholders revoke the Election, in which case the Shareholders shall promptly execute and deliver to the s
Company such documents as may be necessary to revoke the Election. None of the Shareholders, without the i
consent of all of the Management Shareholders, shall take any action or position, or make any transfer or other o
disposition of his shares of the Company which may result in the termination or revocation of the Election. In n
the event of an inadvertent termination of the Election as described in Section [NUMBER] of the [Code OR C
LAW]or other applicable law, the Shareholders shall agree to make such adjustments as may be required to o
continue the Election, as provided in Section [NUMBER] of the [Code OR LAW] r
Authorization p
The Company is authorized to enter into this Agreement by virtue of a resolution of Board of Directors. o
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Notices
Notices and declarations under this Agreement shall be in writing and sent by registered or certified mail, return
receipt requested, postage paid, to the Company at its principal executive offices and to Shareholders at their last
address as shown on the records of the Company or at such other address with respect to any party hereto as such
party shall notify the other Shareholders and the Company in writing in the manner specified herein.
Termination
The rights and obligations of the Company and the Shareholders under this Agreement shall terminate upon
written agreement of all then existing Shareholders or upon the registration or qualification of any or all of the
Common stock of the Company pursuant to Paragraph 9 hereof.
Severability
The various provisions of this Agreement are severable from each other and from the other provisions of the
Agreement, and in the event that any provision in this Agreement shall be held to be invalid or unenforceable by
a court of competent jurisdiction, the remainder of this Agreement shall be fully effective, operative and
enforceable.
Free end Clear of Encumbrances

All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and encumbrances and
accompanied by stock powers duly endorsed in blank.
Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, executors, administrators, successors and assigns.
Governing Law
[STATE/PROVINCE] without reference to conflict of laws principles except to the extent that the community
or marital property laws of any state would otherwise be applicable to a particular situation, in which event, such
community or marital property laws shall apply to the particular situation.
Entire Agreement
This instrument contains the entire agreement of the parties and may be changed only by an agreement in writing
signed by the Company and all persons then owning Shares.
Counterparts
This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all
of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year set forth
below.
1950
1951
C ONSENT OF S POUSE
The undersigned being the spouses of Shareholders named in the foregoing Shareholders Agreement (the
"Agreement"), hereby acknowledges that:
I have read the foregoing Agreement in its entirety and understand that:
Upon the occurrence of certain events as specified in the Agreement, the Company, my spouse, and the other
Shareholders will have the right to and may be obligated to purchase Shares owned by another Shareholder at a
price and on terms and conditions set forth in the Agreement;
Any purchase of the Shares of any Shareholder will include his or her entire interest in such Shares and any
community property interest and other marital property interest of the spouse of such Shareholder; and
The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may have in the
Company or any Shares of the Company by virtue of my marriage and confers on my spouse the right and
obligation to purchase any interest I may have in the Company or any Shares of the Company upon the
occurrence of certain events.
I hereby approve and agree to be bound to all of the terms of the Agreement and agree that any interest
(community property or otherwise) that I may have in the Company or any Shares of the Company shall be
subject to the terms of this spousal consent and the Agreement.
I agree that my spouse may join in any future amendments or modifications to the Agreement without any notice
to me and without any signature, acknowledgment, agreement or consent on my part.
I agree that I will transfer or bequeath any interest I may have in the Company or any Shares of the Company by
my will, outright and free of trust to my spouse.
I acknowledge that I have been advised and have been encouraged to seek independent counsel of my own
choosing to represent me in matters regarding the Shareholders Agreement and my execution of this spousal
consent.
I hereby consent to the Company and my spouse making and maintaining the Subchapter S Election (if
applicable) under the Internal Revenue Code, as amended from time to time.
Signature Signature
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Number____ y
[Name of Corporation] r
A [State] Corporation i
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[# Issued] Shares
[Common/PREFERED] Stock
This certifies that [SHAREHOLDER] is the record holder of [Number Issued] shares of
[Common/PREFERED] stock of [NAME OF CORPORATION] transferable only on the share register of the
corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or
assigned.
This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the
Articles of Incorporation and the By-Laws of the corporation and any amendments thereto.
A statement of all of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights may be obtained by any stockholder, upon request and without charge, at the principal office of the
corporation.
WITNESS the signatures of its duly authorized officers this [day] of [MONTH], [YEAR].
[Name of Secretary], Secretary [Name of President], President

For Value Received [NAME] hereby sells, assigns, and transfers unto, [NAME], [NUMBER] shares represented
by the within certificate and hereby irrevocably constitutes and appoints [attorney] to transfer the said shares on the
share register of the within named corporation with full power of substitution in the premises.
Dated [DATE]
In presence of
______________________________ _________________________________
Witness Stockholder
NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER [CODE OR LAW]. SUCH SHARES
MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF
THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND
RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
1953
1954
INSURANCE
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: CHANGE IN OUR EMPLOYEE HEALTH COVERAGE

As of [Date] there will be a change in our employee health coverage.
Each year our insurance broker, [Insurance broker name], performs an audit of all our policies to help control
corporate health care expenses. As the result of this year’s audit, we will be keeping [Assuror name] as carrier but
switching to one of their alternative plans to prevent health costs from spiraling out of control.
The coverage is nearly identical to the current plan, with [Number] exception:
❑ The deductible per illness has been raised from [AMOUNT] to [AMOUNT]
❑ [List exceptions]
Although having [a higher deductible] is not a positive change, there are other aspects of the change that
compensate. We can afford to keep our private major medical plan with [Assuror name], enabling our employees
to continue to be reimbursed while choosing the physicians and other health care providers they prefer. Without
this plan readjustment, we probably would have been forced into an HMO or PPO, which in our recent employee
survey the majority of you said you did not want. The new plan permits you to keep seeing your regular doctors
and have the visits paid for.
The modified coverage will be in force effective [Date]. If you have any questions, call me at [Number] or e-mail
me via company mail at [Address].
Sincerely,
Your name
Your title
Telephone contact
1955
CHECKLIST OF ISSUES TO REVIEW FOR DIRECTORS’
AND OFFICERS’ LIABILITY INSURANCE
This checklist will help you to determine if your company has a good liability insurance in place for its directors
and officers.
• Is the amount of the coverage sufficient?
• Is the insurer financially strong?
• Are the premium payments competitive?
• Is the deductible too large?
• Does the policy cover all directors and officers or do they have to be specifically named?
• When can the insured terminate or not renew coverage?
• Are legal fees covered?
• When do claims have to be made?
• Does the insured have a good history of paying claims (especially important in this area)?
• Are the exclusions from coverage too broad (these are often negotiable)?
• Are there special endorsements that may be appropriate?
• What offsets from coverage apply?
1956
©
CHECKLIST: ISSUES TO R EVIEW FOR HEALTH AND
D ISABILITY I NSURANCE
This checklist will help you to determine if your company has a good disability insurance in place for all its
directors, officers and employees.
• Is the insurer financially strong, with a good reputation?
• Does the insurer have a good history of timely paying claims?
• What are the exclusions from coverage?
• Are the premiums competitive? Are the premiums for dependents reasonable?
• Is disability defined broadly enough?
• How long are the benefits payable? One year? Two years? To a certain age? Life?
• How long the person must be disabled before disability payments kick in?
• How is partial disability covered?
• Is the policy guaranteed renewable?
• Is the policy non-cancelable?
• What is the level of payment to a disabled employee? Will there be a cost-of-living upward adjustment?
• How much flexibility does an insured have to choose doctors?
• What employees can be covered? Can part-time employees be covered?
• What does the insured have to pay for each doctor visit?
• What deductibles are present?

• What dependents are eligible for coverage?
• Will benefits be available to gay partners of the employee?
• What hospitalization and major medical expenses are covered?
• How does the policy compare with other insurers?
1957
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C HECKLIST I SSUES TO R EVIEW FOR K EY M AN L IFE I NSURANCE
This checklist will help you to determine if your company has a good disability insurance in place for all its
directors, officers and key employees.
• Is the amount of the coverage sufficient?
• Is the insurer financially strong?
• Are the premium payments competitive?
• Are the premiums fixed for the life of the policy?
• Is there a cash build up feature?
• If there is a cash build up feature, how does it work?
• Can you borrow against the policy? At what terms?
• Are the proceeds payables to the company or to a surviving spouse?
• What are the circumstances under which the insurer can refuse to pay?
• Under what circumstances can the policy be cancelled?
• What physical exams have to be taken?
• Does the insurer have a good history of timely paying claims?
• What information of the applicant is necessary?

• Smoker / non-smoker ©
• Age C
• Name o
• Health history p
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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: AUTHORIZATION TO PARTICIPATE IN

MEDICAL PLAN
As an employee of [Name of firm], I do [do/not] wish to participate in the Company's Medical Plan.
[Name of firm] is hereby authorized to make the necessary deductions from my earnings or any disability benefit
paid to me by the company, for the amount specified in the Group Insurance Schedule.
It is my understanding that I will be eligible to participate in the Company Medical Plan as of [Date] and that the
monthly deductions referred to herein will begin on [Date].
I further understand that the acceptance of my application for participation in the Company Medical Plan is
contingent upon my ability to meet the medical requirements determined by [Name of insurance company].
Signature
Employee Name - Print Letters ©

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October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: E XPLANATION OF I NSURANCE R ATE I NCREASE
We are in receipt of a directive from [Name of insurance company] concerning the above captioned Regulation.
This new regulation went into effect on [Date] and requires that complications of pregnancy be covered in the
same manner as any other injury or disease.
"Complications" is defined as anything other than a normal delivery. This is applicable to any employee,
dependent spouse or dependent child.
Due to the potential increase in claims, it has become necessary to increase our quoted rates to comply with this
regulation. The new employee rate will be [Amount] and the new spouse rates will be [Amount]; the new spouse
and children rate will be [Amount] and the new children only rate will be [Amount].
If you have any questions regarding these rate increases due to the change in regulations, please feel free to call.
Sincerely,
Your name
Your title
Telephone contact
1960
October 18, 2022
Contact Name
Address
Address2
Zip/Postal Code
OBJECT: REQUEST FOR IMMEDIATE INSURANCE

COVERAGE ON NEW EMPLOYEE
Enclosed please find an enrollment form for the above captioned individual. [Employee] is a transfer from
[Specify]. It is the [Name of firm] desire to waive the waiting period. We are requesting immediate coverage on
this employee.
Your consideration in this matter will be appreciated.
Sincerely,
Your name
Your title
Telephone contact
1961
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POLICIES AND DOCUMENTATION p
ABSENCE POLICIES EXAMPLES y
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The first sample policy is appropriate for businesses in which employee timeliness and attendance are critical. The i
policy is designed to impress upon employees that the needs of the business require them to get to work on time g
and that they need to let you know when they will be unable to make it in to work. h
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Absence Policy #1 E
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Your timely attendance at work is crucial to making the business run smoothly. We must meet production v
requirements to satisfy our customer's demands. You need to do your part in achieving this goal, and one way is i
to maintain a good attendance record. Any absence or tardiness becomes a part of your employment record. s
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Punctuality requirements o
Employees are expected to be at their work stations on time. Tardiness is defined as being at your work station at n
least [number] minutes past your scheduled starting time. You should also notify the appropriate person when C
you know you may be late for work. Being on time makes it easier for all of us because tardiness hinders teamwork o
among employees. Being tardy for work or leaving the job station before quitting time will be considered cause r
for corrective action. p
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Counting absences r
Here are the rules for how absences will be counted: a
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An unscheduled absence for at least one-half the workday will be counted as one occurrence. i
An absence for one or more consecutive workdays will be considered one occurrence. For example, if you’re out o
two consecutive days, that will count as one occurrence. n
If an employee returns from an absence (due to an illness) and goes out again due to the same illness after being at .
work for no more than one day, then the absence will be counted as one occurrence. 2
Repeated occurrences will result in verbal counseling, written counseling, and/or suspension or termination of 0
employment. 0
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Procedure .
In the event that you are unable to come to work, be sure to call in and let the appropriate person know, in advance A
where possible, but no later than your regular starting time, so that arrangements for other help can be made. l
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Vacation days must be scheduled at least [NUMBER] hours in advance except in cases of emergency. r
Employees may be granted excused absences for sickness/illness when the appropriate person is notified prior to i
the start of work. Pre-scheduled medical/professional appointments (lawyers, clergy, counselors, etc.) or other g
compelling reasons, with prior supervisory approval, may also be considered as excused absences. Absence of three h
or more consecutive scheduled working days without notifying the appropriate person will be considered as a t
voluntary termination, and you will be removed from payroll. s
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Authorized absence documentation
We may require documentation of authorized reasons for absence, such as sick leave or jury duty, and may also
verify the documentation where appropriate.
Inclement weather
The facility must continue to operate during periods of bad weather. Thus, the need for employees to be on the
job during such emergencies is of paramount importance. You are expected to make every effort to report for
work. If you do not report for work when scheduled during a weather emergency, you will be considered absent.
The second sample policy is more appropriate for businesses in which strict conformity to scheduled working
hours is not as important. A less stringent policy may be a good idea when your employees are professionals,
artists, and others whose performance is measured by timely delivery of results rather than by time spent
performing a particular task.
Absence Policy #2
As an employee, you will be treated as a professional, which means that you will be expected to complete your
work on time and at the expected level of quality. If extra hours are needed to complete your work, you will be
expected to put in those extra hours. If, on the other hand, you are able to complete your work in less than a
standard workweek, you are free to use those extra hours as you see fit. In return for being treated as a professional,
we expect you to behave as one and not to abuse these privileges.
Even though you will be treated as a professional and will presumably behave as one, general absence guidelines
are nevertheless necessary to ensure that we are able to conduct business in a predictable manner. Although we
are not interested in monitoring your comings and goings, we need to know, in advance where possible, when
you will be absent from work. Here are those guidelines:
Absences
Employees are expected to be at work and to work a full workweek, except for authorized absences. Authorized
absences include the following:
vacation time scheduled in advance
sick leave
time off for a workers’ compensation injury
a death in your family
jury duty
time off to vote
military leave
emergency situations beyond your control
Notification procedure
To obtain an authorized absence, call in, where possible, and let the appropriate person know that you are unable
to come to work. The call should be made, if possible, no later than your regular starting time.
1963
As for notifying someone that you will be late to work or will be leaving early in the event your work has been
completed, we ask that you use your best judgment. If you know someone is likely to need to know that you will
be coming in late or leaving early, you should call that person and let him or her know.
Failure to notify
If you don’t come to work and don’t call in, at some point we have the right to determine that you’re not coming
back. Thus, our rule is that unauthorized absences of three or more consecutive days without notice will be
considered as a voluntary termination, and we will remove you from the payroll.
If you are repeatedly absent without authorization, you could be subject to counseling, suspension, and
termination.
Inclement weather
During inclement weather, you should call to find out whether to report to work. Also, while the weather may be
nice where you are, hazardous weather conditions could exist at or near the workplace. If you know hazardous
conditions have been reported in the area, protect yourself and call work first.
1964
BUSINESS ETHICS AND CONDUCT DISCLOSURE
STATEMENT
1. Are you familiar with and do you support the company’s Code of Ethics?
Yes No
2. Are you aware of any illegal, unethical or improper practices or conduct anywhere within this
Company?
Yes No
If the answer to the preceding question is "yes", list here, in full and complete details, all such practices or conduct.
(Use additional pages if necessary.)
3. Have any threats or promises been made to you in connection with your answers to the questions
on this form?
Yes No
If "yes" please identify them in full and complete detail and notify company management immediately.
I declare under penalty and perjury, under the laws of the State of [State/province], that the forgoing is true and
correct. Executed this [Day] day of [Month], [Year], at [Place].
1965
EMPLOYEE COMPAN
1966
CHECKLIST :21 THINGS TO DO TO FOR A SAFE
WORKPLACE
This list is not exhaustive but gives you important points to consider to offer your employees a safe work
environment.
• Offer employees a share of insurance premium reductions which result from a reduced number of
accidents.
• Match the applicant carefully to the job. Test their skills and physical abilities.
• Install alarm systems for theft, entry and fire purposes.
• Make sure that all threats of violence are reported and investigated immediately.
• Maintain a first aid cabinet, post first aid information, including fire, police, and ambulance numbers,
and a poster on how to perform mouth-to-mouth resuscitation.
• Comply with all Federal and State/Province requirements.
• Comply with all hazardous materials reporting requirements, including identification of hazardous
substances.
• Clearly mark and keep clear all your exits, aisles, and passages. Provide stairs with slip resistant surfaces,
handrails and proper lighting.
• Make sure your equipment contains safety guards, electrical grounding, readily available and easily
identifiable power shut off switches and emergency stop buttons.
• When appropriate provide your employees with, and require them to wear, protective clothing including:
safety glasses, gloves, hard hats, steel toed boots, headphones, hearing protective equipment, wrist braces,
back support belts, and the like.
• Do not allow productivity pressures to compromise safety.
1967
• Make sure the furniture and equipment you use at the work is ergonomically designed. This includes
chairs, computer keyboards, computer screens, as well as other equipment involving repetitive physical
use.
• Address indoor pollution problems through proper ventilation and inspection.
• Regularly inspect your equipment for functionality and safety purposes.
• Have a safety officer, a safety plan, and conduct safety meetings.
• Make sure to send ill employees home before allowing them to work around dangerous machinery.
• Make sure you communicate emergency response plans for fire, earthquakes, hurricanes, flooding, etc.
• Drug test new employees and after accidents.
• Clearly set forth smoking prohibitions and participate in anti-smoking campaigns.
• Do a criminal reference check for employees in positions of responsibility for elders, infants and others
who are defendant on their care.
• Do pre-hire and annual Department of Motor Vehicle (DMV) checks for all employees who drive as part
of their job.
1968
C HECKLIST FOR SAMPLE EMERGENCY INSTRUCTIONS
F OLLOW THESE RULES IN AN EMERGENCY

o Stop work and leave the building IMMEDIATELY when the fire alarm sounds or when you are
instructed to do so!
o Follow instructions, avoid panic, and cooperate with those responding to the emergency.
o Proceed to the designated or nearest exit.
o Turn off computers, equipment, fans, etc., and close desk drawers.
o Do NOT delay your exit from the building by looking for belongings or other people.
o When leaving the building, go to a clear area well away from the building. Do not obstruct fire
hydrants or the responding fire/rescue workers and their equipment.
o Do not re-enter the building until instructed to do so by your supervisor or fire/rescue worker.
o The above rules will be enforced. Periodic fire emergency drills may be conducted. Your life and
the lives of others will depend on your cooperation.
Emergency plan:
This company has a responsibility for minimizing the danger to life, property, and job security arising from the
effects of fire, riots, civil commotion, and natural and man-made disasters. To accomplish this purpose, a Quick
Reaction Team has been developed to respond to emergencies.
Their responsibilities include the following:
• Arrange for evacuation of employees

• Render first aid
• Salvage and restore company operations
• If you ever discover a fire:
• Remain calm. Do not shout “Fire!” but instead pull the nearest fire alarm
• Dial “911” on the telephone and give the operator the location of the fire, the floor, wing, and room
number, if possible.
1969
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CHECKLIST FOR ERGONOMICS ISSUES
“Ergonomics” is the study of physical work and it has never been more important to business owners and
managers. As new technologies become available to help us do our jobs better, we hear reports that the same
technologies can cause repetitive injuries or cumulative trauma. Employees who develop cumulative trauma or
repetitive stress disorders may seek compensation from their employers who failed to heed early warning signs.
Proactive attention to ergonomics when your employees are first placed at new workstations could prevent serious
workplace injuries down the line – which will prevent your company facing citations, fines, or litigation.
The following checklist can help you make sure every employee who uses a descontractop computer is
comfortable and healthy. This checklist can be downloaded to your firm’s Intranet site for your employees to use.
Can every employee answer “yes” to each of the following questions?
• It is easy for me to get in and out of my workstation.

• My chair adjusts so that my upper legs and lower legs form a right angle.
• My chair has armrests.
• The keyboard sits at my waist; my upper arms and lower arms form a right angle.
• My wrists are not bent while typing.
• A wrist rest is available if I want one.
• I can tilt the keyboard.
• I can easily reach the mouse pad.
• The chair back supports my lower back.
• The chair back supports my upper back.
• My feet rest comfortably on the floor.
• A footrest is available if I want one.
• An adjustable document holder is available if I want one.
• I have a color monitor that is adjustable for contrast and brightness.
• My monitor sits at or just below eye level and is not too close or too far from me.
• My monitor has a glare protection screen.
• There is plenty of light at my workstation.
• A desk lamp is available to me if I want one.

• My work surface easily accommodates the books and tools I use regularly.
• The telephone is near my chair—I don’t have to reach.
• A telephone headset is available to me if I want one.
• I am comfortable with my workload; I don’t do the same task all day long.
• I take advantage of breaks and my lunch period to get up and move around.
• I have received training about cumulative trauma.
• I know the telltale signs of repetitive stress and other workplace injuries.
• If my workstation became uncomfortable, I would tell my supervisor.
1970
CHECKLIST FOR HOW TO BE AN EXCELLENT
EMPLOYEE
• Understand that all relationships require trust, direction, communication and commitment to be
successful.
• Keep yourself healthy, focused and alert at all times.
• Don’t be afraid to admit mistakes. It is better to admit that you made a mistake, realize why you made the
mistake, and then make sure you don’t do it again.
• Don’t be afraid to say, “I don’t know.” It is better to confess ignorance and learn the right way of doing
things than to pass on, or rely on, false information that may be damaging to you and the company.
• Don’t talk behind someone’s back. If you decide to come to work for us we expect your loyalty and best
efforts. You should expect ours in return. If you dislike your supervisor or the company then let us know
what is bothering you and we will try to work it out.
• Don’t just punch the clock. If you run out of things to do during the workday, find out if there is anything
else you can do to help bring value to the company, its clients, customers and other stakeholders.
• Find the value in the diversity of our employees and customers.
• Dress correctly. Wear clothes that will make other people feel comfortable and that reflects your value to
the company.
• Don’t harass, discriminate, use profanity or tell off-color jokes.
• Be honest and trustworthy. Follow the Code of Ethics provided in the Employee Handbook.
• Think! Be creative and innovative. The company is willing to listen to any suggestions or ideas you have
which would increase the quality and value of our products or services.
• Follow the Golden Rule! Act with respect and responsibility towards those around you.
1971
CODE OF ETHICS
[COMPANY NAME]
[COMPANY NAME] will conduct its business honestly and ethically wherever we operate in the world. We will
constantly improve the quality of our services, products and operations and will create a reputation for honesty,
fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on
the part of officers, directors, employees or affiliates is in the company’s best interest. [COMPANY NAME] will
not compromise its principles for short-term advantage. The ethical performance of this company is the sum of
the ethics of the men and women who work here. Thus, we are all expected to adhere to high standards of personal
integrity.
Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear
to conflict, with the interests of the company, its clients or affiliates. Officers, directors and employees must be
particularly careful to avoid representing [COMPANY NAME] in any transaction with others with whom there
is any outside business affiliation or relationship. Officers, directors, and employees shall avoid using their
company contacts to advance their private business or personal interests at the expense of the company, its clients
or affiliates.
No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization
in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees,
bonuses or excessive entertainment, in order to attract or influence business activity.
Officers, directors and employees of [COMPANY NAME] will often come into contact with, or have possession
of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such
information is strictly safeguarded. This information – whether it is on behalf of our company or any of our
clients or affiliates – could include strategic business plans, operating results, marketing strategies, customer lists,
personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes
and methods. Proprietary, confidential and sensitive business information about this company, other companies,
individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-
know basis.
Misuse of material inside information in connection with trading in the company’s securities can expose an
individual to civil liability and penalties under the [ACT]. Under this Act, directors, officers, and employees in
possession of material information not available to the public are “insiders.” Spouses, friends, suppliers, brokers,
and others outside the company who may have acquired the information directly or indirectly from a director,
officer or employee are also “insiders.” The Act prohibits insiders from trading in, or recommending the sale or
purchase of, the company’s securities, while such inside information is regarded as “material”, or if it is important
enough to influence you or any other person in the purchase or sale of securities of any company with which we
1972
do business, which could be affected by the inside information. The following guidelines should be followed in
dealing with inside information:
• Until the material information has been publicly released by the company, an employee must not
disclose it to anyone except those within the company whose positions require use of the information.
• Employees must not buy or sell the company’s securities when they have knowledge of material
information concerning the company until it has been disclosed to the public and the public has had
sufficient time to absorb the information.
• Employees shall not buy or sell securities of another corporation, the value of which is likely to be
affected by an action by the company of which the employee is aware and which has not been publicly
disclosed.
Officers, directors and employees will seek to report all information accurately and honestly, and as otherwise
required by applicable reporting requirements.
Officers, directors and employees will refrain from gathering competitor intelligence by illegitimate means and
refrain from acting on knowledge which has been gathered in such a manner. The officers, directors and
employees of [COMPANY NAME] will seek to avoid exaggerating or disparaging comparisons of the services
and competence of their competitors.
Officers, directors and employees will obey all Equal Employment Opportunity laws and act with respect and
responsibility towards others in all of their dealings.
Officers, directors and employees will remain personally balanced so that their personal life will not interfere with
their ability to deliver quality products or services to the company and its clients.
Officers, directors and employees agree to disclose unethical, dishonest, fraudulent and illegal behavior, or the
violation of company policies and procedures, directly to management.
Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline ©
relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator C
cooperated in any subsequent investigation. o
Remember that good ethics is good business p
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P OLICY RESTRICTING PERSONAL USE OF EMPLOYER ’ S
COMPUTERS AND SYSTEMS
1. PURPOSE
a) To remain competitive, better serve our customers and provide our employees with the best tools to
do their jobs, [COMPANY NAME] (“the Company”) makes available to our workforce access to
one or more forms of electronic media and services, including but not limited to: computers, software,
printers, copiers, files, databases, cellular phone, pager, e-mail, telephones, voicemail, fax machines,
external electronic bulletin boards, wire services, online services, intranet, Internet and the World
Wide Web.
b) [COMPANY NAME] encourages the use of these media and associated services because they can
make communication more efficient and effective and because they are valuable sources of
information about vendors, customers, technology, and new products and services. However, all
employees and everyone connected with the organization should remember that electronic media and
services provided by the company are company property and their purpose is to facilitate and support
company business. All computer users have the responsibility to use these resources in a professional,
ethical, and lawful manner.
c) To ensure that all employees are responsible, the following guidelines have been established for using
e-mail and the Internet. No policy can lay down rules to cover every possible situation. Instead, it is
designed to express [COMPANY NAME] philosophy and set forth general principles when using
electronic media and services.
2. Authorization
Access to the [COMPANY NAME] technology resources is within the sole discretion of the Company.
Generally, employees are given access to the Company's various technologies based on their job functions. Only
employees whose job performance will benefit from the use of the Company's technology resources will be given
access to the necessary technology. Additionally, employees must successfully complete company-approved
training before being given access to the [COMPANY NAME] technology resources.
3. PROHIBITED COMMUNICATIONS
Electronic media cannot be used for knowingly copying, transmitting, retrieving, or storing any communication
that is:
• Discriminatory or harassing;
• Derogatory to any individual or group;
1974
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• Obscene, sexually explicit, pornographic, defamatory or threatening; o
• In violation of any license governing the use of software; p
• Engaged in for any purpose that is illegal or contrary to [COMPANY NAME] policy or in a manner y
contrary to the best interests of the Company, in any way that discloses confidential or proprietary r
information of the Company or third parties, or for personal or pecuniary gain; or i
• Protected by copyrights laws unless the employee has the author's permission or is accessing a single g
copy only for the employee's reference. h
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4. PROFESSIONAL CONSIDERATIONS E
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It is important to maintain a proper spirit and tone to your communications over the system. The following v
guidelines are suggested: i
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• Make your communications positive, constructive, complete, factual. i
• Don’t write when angry and edit before sending. o
• Be careful with humor – they can’t see you wink☺. n
• Always avoid sarcastic humor. C
• Never use all caps – that is perceived as “SHOUTING!” o
• Avoid belaboring disagreements in e-mail – there is a time for face-to-face meetings. r
• Always guide your recipient in responding by stating what you need and by when. p
• Pay attention to grammar and spelling, both to protect your own reputation and intelligence, and to o
avoid irritating your recipients who are distracted by careless mistakes. r
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The computers, electronic media and services provided by [COMPANY NAME] are primarily for business use o
to assist employees in the performance of their jobs. As long as personal use does not interfere with the employee's n
duties, is not done for pecuniary gain, does not conflict with the Company's business, and does not violate any .
Company policy, occasional, or incidental use of electronic media (sending or receiving) for personal, non- 2
business purposes is understandable and acceptable, and all such use should be done in a manner that does not 0
negatively affect the systems' use for their business purposes. However, employees are expected to demonstrate a 0
sense of responsibility and not abuse this privilege. 2
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The Company assumes no liability for loss, damage, destruction, alteration, disclosure, or misuse of any personal A
data or communications transmitted over or stored on the Company's technology resources. The Company l
accepts no responsibility or liability for the loss or non-delivery of any personal electronic mail or voicemail l
communications or any personal data stored on any Company property. The Company strongly discourages r
employees from storing any personal data on any of the Company's technology resources. i
6. ACCESS TO EMPLOYEE COMMUNICATIONS g
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a) Generally, electronic information created and/or communicated by an employee using e-mail, word
processing, utility programs, spreadsheets, voicemail, telephones, Internet and bulletin board system
access, and similar electronic media is not reviewed by the company. However, the following
conditions should be noted:
[COMPANY NAME] does routinely gather logs for most electronic activities or monitor employee
communications directly, be it:
i) Telephone Use and Voicemail: Records are kept of all calls made from and to a given
telephone extension. Although voicemail is password protected, an authorized
administrator can reset the password and listen to voicemail messages.
ii) Electronic Mail: Electronic mail is backed-up and archived. Although electronic mail is
password protected, an authorized administrator can reset the password and read
electronic mail.
©
iii) Descontractop Facsimile Use: Copies of all facsimile transmissions sent and received C
are maintained in the facsimile server. o
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iv) Document Use: Each document stored on Company computers has a history, which y
shows which users have accessed the document for any purpose. r
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v) Internet Use: Internet sites visited, the number of times visited, and the total time g
connected to each site is recorded and periodically monitored. h
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[COMPANY NAME] reserves the right, at its discretion and without notice, to review any employee's electronic E
files and messages to the extent necessary to ensure electronic media and services are being used in compliance n
with the law, this policy and other company policies, or to investigate misconduct, to locate information, or for v
any other business purpose. i
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b) Employees should understand, therefore, that they have no right of privacy with respect to any i
messages or information created or maintained on the Company's technology resources, including o
personal information or messages. Accordingly, if they have sensitive information to transmit, they n
should use other means. C
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All messages sent and received, including personal messages, and all data and information stored on the r
Company's electronic-mail system, voicemail system, or computer systems are Company property regardless of p
the content. As such, the Company reserves the right to access all of its technology resources including its o
computers, voicemail, and electronic-mail systems, at any time, in its sole discretion. r
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Passwords do not confer any right of privacy upon any employee of the Company. Employees are expected to
maintain their passwords as confidential. Employees must not share passwords and must not access coworkers'
systems without express authorization.
Deleting or erasing information, documents, or messages maintained on the Company's technology resources is,
in most cases, ineffective. All employees should understand that any information kept on the Company's
technology resources may be electronically recalled or recreated regardless of whether it may have been "deleted"
or "erased" by an employee. Because the Company periodically backs-up all files and messages, and because of the
way in which computers re-use file storage space, files and messages may exist that are thought to have been deleted
or erased. Therefore, employees who delete or erase information or messages should not assume that such
information or messages are confidential.
7. The Internet And On-Line Services
The Company provides authorized employees access to on-line services such as the Internet. The Company
expects that employees will use these services in a responsible way and for business-related purposes only. Under
no circumstances are employees permitted to use the Company's Technology Resources to access, download, or
contribute to the following:
• gross, indecent, or sexually-oriented materials;

• sports sites;
• job-search sites;
• entertainment sites;
• gambling sites;
• games, humor;
• illegal drug-oriented sites;
• personal pages of individuals; and
• politically-oriented sites or sites devoted to influencing the course of legislation or public policy.
Additionally, employees must not sign "guest books" at Web sites or post messages to Internet news groups or
discussion groups at Web sites. These actions will generate junk electronic mail and may expose the Company to
liability or unwanted attention because of comments that employees may make. The Company strongly
encourages employees who wish to access the Internet for non-work-related activities to get their own personal
Internet access accounts.
8. PARTICIPATION IN ONLINE FORUMS

a) Employees should remember that any messages or information sent on company-provided facilities
to one or more individuals via an electronic network – for example, Internet mailing lists, bulletin
boards, and online services – are statements identifiable and attributable to [COMPANY NAME].
1977
b) [COMPANY NAME] recognizes that participation in some forums might be important to the
performance of an employee's job. For instance, an employee might find the answer to a technical
problem by consulting members of a news group devoted to the technical area.
9. SOFTWARE
To prevent computer viruses from being transmitted through the company's computer system, unauthorized
downloading of any unauthorized software is strictly prohibited. Only software registered through [COMPANY
NAME] may be downloaded. No employee may load any software on the Company's computers, by any means
of transmission, unless authorized in advance by [Company name]’s system administrator.
10. SECURITY/APPROPRIATE USE
a) Employees must respect the confidentiality of other individuals' electronic communications. Except
in cases in which explicit authorization has been granted by company management, employees are
prohibited from engaging in, or attempting to engage in:
❑ Monitoring or intercepting the files or electronic communications of other employees or

third parties;
❑ Hacking or obtaining access to systems or accounts they are not authorized to use;
❑ Using other people's log-ins or passwords; and
❑ Breaching, testing, or monitoring computer or network security measures.
b) No e-mail or other electronic communications can be sent that attempt to hide the identity of the
sender or represent the sender as someone else.
c) Electronic media and services should not be used in a manner that is likely to cause network
congestion or significantly hamper the ability of other people to access and use the system.
d) Anyone obtaining electronic assess to other companies' or individuals' materials must respect all
copyrights and cannot copy, retrieve, modify or forward copyrighted materials except as permitted by
the copyright owner.
e) The Company has installed a variety of programs and devices to ensure the safety and security of the
Company's technology resources. Any employee found tampering or disabling any of the Company's
security devices will be subject to discipline up to and including termination.
11. ENCRYPTION
1978
Employees can use encryption software supplied to them by the systems administrator for purposes of
safeguarding sensitive or confidential business information. Employees who use encryption on files stored on a
company computer must provide their supervisor with a sealed hard copy record (to be retained in a secure
location) of all of the passwords and/or encryption keys necessary to access the files.
The Company is very sensitive to the issue of protection of trade secrets and other confidential and proprietary
information of both the Company and third parties ("Confidential Information"). Therefore, employees are
expected to use good judgment and to adhere to the highest ethical standards when using or transmitting
Confidential Information on the Company's technology resources.
Confidential Information should not be accessed through the Company's technology resources in the presence
of unauthorized individuals. Similarly, Confidential Information should not be left visible or unattended.
Moreover, any Confidential Information transmitted via technology resources should be marked with the
following confidentiality legend:
"This message contains confidential information. Unless you are the addressee (or authorized to receive for the
addressee), you may not copy, use, or distribute this information. If you have received this message in error, please
advise [employee's name] immediately at [employee's telephone number] or return it promptly by mail."
13. VIOLATIONS
Any employee who abuses the privilege of their access to e-mail or the Internet in violation of this policy will be
subject to corrective action, including possible termination of employment, legal action, and criminal liability.
14. Procedures
Procedures for accessing the Voicemail, E-mail and Internet system, as well as the guidelines for how to properly
send and retain information, may be obtained by contacting [Name of the systems administrator].
The Voicemail/E-mail/Internet policies and procedures should be reviewed by each employee on a semi-annual
basis.
Questions concerning the use of the Voicemail/E-mail/Internet system should be directed to the systems
administrator. Questions concerning the improper use of the system should be directed to the employee’s
immediate supervisor, and if not satisfied with the response, to the systems administrator.
15. EMPLOYEE AGREEMENT ON USE OF E-MAIL AND THE INTERNET
1979
I have read, understand, and agree to comply with the foregoing policies, rules, and conditions governing the use
of the Company's computer and telecommunications equipment and services. I understand that I have no
expectation of privacy when I use any of the telecommunication equipment or services. I am aware that violations
of this guideline on appropriate use of the e-mail and Internet systems may subject me to disciplinary action,
including termination from employment, legal action and criminal liability. I further understand that my use of
the e-mail and Internet may reflect on the image of [COMPANY NAME] to our customers, competitors and
suppliers and that I have responsibility to maintain a positive representation of the company. Furthermore, I
understand that this policy can be amended at any time.
Dated:
EMPLOYEE COMPANY
1980
COPYRIGHT COMPLIANCE – PHOTOCOPYING POLICY
P OLICY RESTRICTING USE OF EMPLOYER ’ S PHOTOCOPY
MACHINES
TERMS
Users of the company’s photocopy machines are reminded of the company’s guidelines for the use of such
equipment:
• You may not photocopy a copyrighted work as a substitute for the purchase of, or subscription
to, the work.
• You may make a single photocopy of a copyrighted work for purposes of your own scholarship,
research, criticism, comment or teaching.
The company prohibits use of its photocopy machines for any purpose that violates federal copyright law.
If you have any questions about whether photocopying a particular work would violate federal copyright law,
please consult [name of appropriate person at company] or the company’s General Counsel.
1981
©
EMPLOYEE AGREEMENT ON USE OF PHOTOCOPY
MACHINE
I have read, understand, and agree to comply with the foregoing policies, rules, and conditions governing the use
of the Company's equipment and services. I am aware that violations of this guideline on appropriate use of
photocopy machine may subject me to disciplinary action, including termination from employment, legal action
and criminal liability. I further understand that I have responsibility to maintain a positive representation of the
company and govern myself accordingly. Furthermore, I understand that this policy can be amended at any time.
Dated:
EMPLOYEE COMPANY
1982
LONG-TERM DISABILITY PLAN
Introduction
If you are unable to work due to illness or accidental injury that lasts longer than [NUMBER] consecutive days,
you may be entitled to benefits under the [COMPANY NAME] Long-Term Disability (LTD) Plan.
Established [DATE], the Plan covers eligible employees of [COMPANY NAME].
In a nutshell: Qualifying employees who are totally disabled receive a benefit equal to [%] of basic monthly
compensation as defined in the Plan. Benefits may continue for up to [NUMBER] months if you are certified
totally disabled and are unable to perform the duties of your regular job. Benefits may continue for longer than
[NUMBER] months if you continue to be certified disabled and are unable to do any work consistent with your
education and training.
This is a summary plan description. These regulations require that the rights, benefits, and limitations of a welfare
plan be explained in ordinary, non-technical language capable of being understood by the average plan
participant. This is, by its nature, a summary. If there is any conflict between this summary and the complete Plan
and related trust agreement, the provisions of the Plan document and trust agreement will be controlling.
Copies of the LTD Plan document are available from [Name of person who keeps the LTD policy, if this is
applicable].
1. Definitions
a) Active work, actively at work, active employment

A Plan participant’s attendance in person at his or her usual and customary place of work, acting in the full-time
performance of the duties of his or her occupation for wages or profit. This includes company-authorized
vacation or personal leave.
b) Claims administrator
The organization or person who is at any particular time processing claims for benefits and fulfilling other
specified duties of the Claims Administrator under the Plan.
c) Participant
Any employee becoming covered under the terms and provisions of the Plan. Each active employee of
[COMPANY NAME] who has completed one year of service and who is a participant in [COMPANY NAME]’s
pension plan. For [COMPANY NAME], the term includes all active, regular employees who have completed one
year of service and are participants in [COMPANY NAME]’s pension plan, and all full-time hourly and part-
time hourly employees who have [NUMBER] years’ service in [COMPANY NAME]’s pension plan.
1983
©
d) Employee
Each active employee of an employer, including, in the case of [COMPANY NAME], all active full-time hourly
and part-time hourly employees.
e) Employer
[COMPANY NAME].
©
f) First day of long-Term disability
C
The first day after a [NUMBER]-consecutive-day period in which the Participant is unable to perform the
o
material duties of his or her occupation solely because of sickness or accidental injury.
p
y
g) First day of total disability
r
The first day on which the Participant is unable to perform the material duties of his or her occupation solely
i
because of sickness or accidental injury.
g
h
h) Physician
t
Any person (other than the Participant or his spouse, child, brother, sister, or parent, or the child, brother, sister,
E
or parent of the Participant’s spouse) who is licensed by the law of the state in which treatment is received as
n
qualified to treat the sickness or injury for which claim is made under the Plan.
v
i
i) Plan
s
[COMPANY NAME]’s Long-Term Disability Plan.
i
o
j) Plan administrator
n
[Name of plan administrator]
C
o
k) Qualifying period
r
The [NUMBER]-consecutive-day period during which a participant is totally disabled, commencing on the first
p
day on which he or she is totally disabled. To be eligible to receive Plan benefits, a participant must satisfy the
o
entire qualifying period and be determined to be totally disabled under the terms of the Plan.
r
a
l) Rehabilitation program
t
A program to help any participant return to active, permanent work.
i
o
m) Total disability
n
An employee is considered totally disabled when he or she is unable to perform the material duties of his or her
.
occupation solely because of sickness or accidental injury.
2
0
n) Trust
0
The [COMPANY NAME] Employee Benefit Trust that has been established to fund the benefits under the Plan.
2
.
o) Trust assets
A
l
1984 l
r
i
g
The total of all assets of every kind or nature, both principal and income, at any time and from time to time held
in the trust.
p) Trustee
The corporation and/or individual or individuals who from time to time is or are the duly appointed and acting
trustee or trustees of the trust.
2. Participation
a) Eligibility
Active employees of [COMPANY NAME] are eligible to participate in the Long-Term Disability Plan once they
have completed one full year of service and have satisfied the requirements for participation in the [COMPANY
NAME] Consolidated Pension Plan (completion of [NUMBER] hours of employment in a [NUMBER]-month
period marked by anniversaries of your date of hire).
In the case of [COMPANY NAME] full-time hourly and part-time hourly employees, participation in the LTD
Plan is available once you complete [NUMBER] years of qualifying service.
LTD benefits are not available to retirees.
b) Commencement of participation
Participation begins on the date you satisfy the eligibility requirements. If you are absent from work for any reason
other than approved personal leave or vacation on the date on which you become eligible, you become a ©
participant on the date on which you return to active work. C
o
c) Termination of participation p
Participation in the Plan ends when one of the following occurs: y
r
i) You are no longer an active, regular employee of a participating employer. i
g
ii) The Plan is terminated (regardless of whether or not you are disabled). h
t
iii) You retire under the [COMPANY NAME]Consolidated Pension Plan. E
n
d) Disclaimer of employment obligation v
Participation in the Plan does not limit [COMPANY NAME]’s right to discharge any participant from i
employment, nor does it give any employee the right to continued employment. s
i
o
n
1985
C
o
r
p
o
3. Entitlement to benefits
To qualify for LTD benefits, you must be totally disabled for a [NUMBER]-consecutive-day period, you must
be under the regular care and treatment of a licensed physician and you must be certified disabled by
[ADMINISTRATOR’S NAME], based on conclusive medical evidence. You must also have applied for Social
Security disability benefits and for any benefits available to you through other disability programs, including those
available through the state in which you reside.
a) Total disability and the qualifying period

You are considered totally disabled when you are unable to perform the material duties of your occupation solely
due to sickness or accidental injury.
To qualify for Plan benefits, you must be totally disabled for a [NUMBER]-consecutive-day period. During that
time, you may qualify for benefits under [COMPANY NAME]’s salary continuation/short-term disability
program. Even in cases where short-term benefits are, you could be entitled to LTD benefits if your disability is
continuous for [NUMBER] consecutive days.
b) Recurrent and successive disability during the qualifying period

All days from the onset of disability on which you cannot work will be considered to be “continuous” and
“consecutive” days of disability if they are from the same cause, unless you are able to return to work for a period
of [NUMBER] days or more during the qualifying period.
c) Unrelated disability
If during your initial total disability qualifying period you incur an unrelated total disability while you are unable
to work, you may aggregate your periods of total disability for purposes of satisfying the [NUMBER]-day
qualifying period.
d) Recurrent and successive disability after the qualifying period

If you return to work following a period of long-term disability and become disabled due to the same or related
problems within six months following your return to work, you will not be required to complete an additional
qualifying period.
e) Long-Term disability
As used in the Plan, the term “long-term disability” has [NUMBER] definitions:
i) In the first [NUMBER] months of Plan payments, “long-term disability” means your
inability to perform the material duties of your regular job solely because of sickness or
accidental injury.
ii) After the first [NUMBER] months of Plan payments, “long-term disability” means your
inability to engage in ANY occupation for which you are qualified or could reasonably
become qualified based on your education, training and experience.
1986
f) Limitations
Long-term disability benefits are not paid for disabilities resulting from:
i) intentionally self-inflicted injuries
ii) participation in a felony or as a result of such participation
iii) services in the armed forces of any country
g) Claims administration
Claims Administration under the Plan is handled by [Name of claims administrator].
As Claims Administrator, [Name of claims administrator] has been delegated the authority to approve or deny
claims for long-term disability benefits, based on medical documentation. Forms for this purpose are provided to
disabled employees.
[Name of claims administrator] will also advise on LTD appeals.
h) Claims for benefits

Claims for long-term disability benefits are made on forms provided by [Name of claims administrator].
These forms are forwarded to you automatically when your disability lasts longer than three and a half months if
the Claims Administrator feels, based on a review of existing medical documentation, that your disability is likely
to last longer than [NUMBER] days.
i) Conclusive medical evidence

To qualify for benefits under the Plan, total disability must be supported by current medical documentation. A
claimant must be in the continuous care of a qualified physician under a course of treatment appropriate for the
disability.
A claimant may be asked to undergo a medical examination by a physician designated by the Claims
Administrator. For example, if a claimant’s doctor cannot substantiate a finding of total disability with objective
evidence, an independent evaluation may be required.
When a claimant cannot or will not provide conclusive medical evidence of total disability, LTD benefits will be
denied or discontinued.
j) Ongoing certification of disability

Continuation of LTD benefit payments will require ongoing certification of disability based on updated medical
documentation. Frequency of claim review is determined by the Claims Administrator.
1987
k) Application for Social Security benefits
Except in cases where return to work will occur soon after the [NUMBER]-day qualifying period, all claimants
for LTD benefits must apply for Social Security benefits.
Long-Term disability benefits are offset by benefits available from Social Security. However, these projected
benefits are not offset against your monthly benefit until you actually receive a Social Security award.
When a participant receives the award which pays retroactively for the period during which he or she was eligible
to receive Social Security benefits, the participant turns over those amounts to the Plan as repayment for benefits
previously advanced. Participants are required to sign an agreement to this effect as a condition of receiving
benefits under the Plan.
l) Application for state disability benefits

If you live in a state that maintains a disability program to which you and/or your employer are making
contributions, please contact [Name of person who handles benefits] for information on how to file for these benefits.
4. Calculation of benefits
a) Benefit amount
The long-term disability benefit is [%] of base monthly compensation minus other disability income (see below), with
base monthly compensation defined in the Plan as follows:
i) for salaried employees: the average monthly earnings (base salary, bonuses and overtime, but
excluding awards and special payments) for the last [NUMBER] months of full pay
immediately preceding the first date of disability (the first day of the [NUMBER]-day
qualifying period).
ii) for commissioned sales representatives: the average monthly amount of commissions
attributed to the [NUMBER] months immediately preceding the first day of total disability.
(For reps with less than [NUMBER] full years of commissions, benefit is based on the average
of the total number of months on commission.)
iii) for employees paid on the basis of salary plus commission: the sum of the above (Any salary
or earnings rate not determined on a monthly basis is determined using your normal monthly
scheduled hours (exclusive of overtime) in effect on the day preceding the first day of total
disability.)
b) Minimum/maximum benefit
The minimum Plan benefit is [AMOUNT] per month.
There is no maximum dollar amount of benefit that you may receive under the LTD Plan’s formula for calculation
of benefits.
c) Offsets for other income

Long-term disability payments are reduced by any disability and/or income you are receiving including:
1988
i) any benefits you are eligible to receive as regular salary, commission, bonus, special payments,
sick leave, vacation pay, or under any salary continuation plan
ii) primary Social Security benefits
iii) benefits you are eligible to receive under the Public Employees Retirement Law, the Railroad
Retirement Act, or any other federal, state, county, or municipal retirement act or law
iv) any employer retirement benefits
v) any benefits you are entitled to receive under other government - or [COMPANY NAME]-
sponsored disability or income or retirement plans
vi) any benefits you are eligible to receive under worker’s compensation or similar legislation
vii) any wages attributable to the period for which benefits are being paid under the Plan, whether
or not received from [COMPANY NAME]
viii) any benefits you are eligible to receive under any plan or provision providing periodic
payments for disability or providing benefits for loss of time or income
For example: Suppose your average monthly earnings are determined to be $2,000. Your LTD benefit would be
[%] of that $2,000, or [AMOUNT]. Now, assume that you also receive [AMOUNT] monthly from Social
Security. Your LTD benefit would be [AMOUNT] minus [AMOUNT], or [AMOUNT].
d) Increases in other income

Your monthly LTD payment is not recalculated if your “other income” (as described above) is increased due to
scheduled or legislated increases under the Federal Social Security Act, workers’ compensation, or similar
legislation after you have received your first Plan payment. However, if retirement or disability benefits you
receive under another program increase because you are disabled, your monthly LTD benefit will be reduced by
the amount of the increase attributable to your total disability. In addition, if your primary Social Security benefit
is increased because of a recalculation of your earnings (including earnings in the year you become disabled), your
LTD benefit will be reduced by the amount of that increase.
e) Partial monthly benefit

For any partial month of disability (generally the first or the last month in your disability period), you will receive
one-thirtieth of your monthly benefit for each day on which you are totally disabled during the month. If you
qualify only for the minimum benefit, this too will be calculated on a daily basis for partial months.
1989
f) Vacation
You may at any time elect to take the vacation time remaining in your first year of disability and, thereby, receive
full pay for those days instead of the [%] LTD daily benefit. In computing your monthly benefit for such months,
days on which you take earned vacation will be subtracted from the number of days for which you are eligible for
LTD benefits. If you take a full month of vacation, the minimum LTD benefit will not be payable.
5. Payment of benefits
a) Monthly payments
Payments of long-term disability benefits commence on the first day of the month following the first day of Long-
Term Disability.
Thereafter, payments are made on the first of each month to cover all or part of the preceding month during
which you are certified disabled.
b) Funding
LTD benefits are paid from the assets of the [COMPANY NAME] Employee Benefits Trust. The Trustee is
[Name of trustee]. It is the intent of [COMPANY NAME] to prefund the Trust at the end of each year,
projecting the Plan’s financial needs based on recommendations of independent consultants.
6. Termination of benefits
With the exception of mental or nervous disorders, alcoholism or drug abuse, when all Plan conditions are met,
LTD benefits continue for up to [NUMBER] months if you are unable to perform the material duties of your
regular job. They could continue longer if you are unable to engage in any occupation for which you are qualified
or could reasonably become qualified based on your education, training and experience. And they could continue
in modified fashion if you engage in an approved program of rehabilitative employment.
a) Conditions for benefit termination

The foregoing rules notwithstanding, Plan benefits will be discontinued upon any of the following:
i) your recovery from total disability
ii) your failure to remain under the regular care and treatment of a qualified physician
iii) your return to work, except with respect to a rehabilitative program
iv) your inability or unwillingness to provide complete medical evidence of your total disability
v) the expiration of the payment period is determined under the following schedule:
Participant’s Age at Total Disability Benefit Payment Period
Less than 62 Up to 65th Birthday

62 but less than 63 36 months
63 but less than 64 [NUMBER] months
1990
64 and older [NUMBER] months
b) Special circumstances
Payment of LTD benefits is limited to a maximum of [NUMBER] months if the disability results from:
i) mental or nervous disorders

ii) alcoholism or drug abuse
iii) addiction to or abuse of drugs or other substances including, but not limited to, substances
identified by federal or state authorities as controlled substances
7. Retirement benefits
If you have completed [NUMBER] qualifying years of service in the [COMPANY NAME] Consolidated
Pension Plan, you continue to accrue years of service for pension calculation purposes for the period of time
during which you are receiving LTD benefits.
Additionally, if you are vested, you may decide to retire any time after [AGE]. If you retire, your disability benefits
will stop and you will begin receiving your pension in any of the optional forms of payment provided under the
pension plan.
8. Rehabilitative employment
The Plan also provides for a program designed to help you return to active, permanent work. However, such a
program must be approved by [name of person who will approve rehab program] and your doctor. Rehabilitation
programs may include training, physical therapy, or, where possible, part-time work in your old job or a new job.
You will be considered to be engaged in a rehabilitative program if the following conditions are met:
i) You are totally disabled.
ii) The rehabilitative plan or program you are participating in is approved by a physician and
[Name of person who approves rehab].
Your rehabilitative employment status will be reviewed at least every three months, unless your work duties
change or you request a review.
While you are in a period of rehabilitative employment, your monthly LTD benefit is offset by [NUMBER]-
thirds of your rehabilitation earnings. Your total income for that period, then, is:
• your rehabilitation income, plus
1991
• the excess of your monthly LTD benefit from the Plan if your LTD amount was larger than
[NUMBER]-thirds of your rehabilitation income (otherwise, a minimum Plan benefit of
[AMOUNT])
Suppose, for example, that your monthly earnings prior to disability were [AMOUNT]. Your LTD benefit is
[%], or [AMOUNT]. You engage in rehabilitative employment and earn [AMOUNT] a month. Here’s what you
receive for those months:
• rehabilitation earnings: [AMOUNT]

• excess monthly LTD benefit: [AMOUNT] – ([%] x [AMOUNT]) = [AMOUNT]
Your total earnings for that period of time would be [AMOUNT], of which [AMOUNT] would come from
earnings and [AMOUNT] would come from the LTD Plan.
9. Appealing benefit determinations
If you disagree with a decision regarding the benefits to which you are entitled under the Plan, you have [NUMBER]
days in which to file a written appeal with the Claim Administrator. Within [NUMBER] days, your claim will
be reviewed and you will receive a written decision regarding your appeal. This [NUMBER]-day period may be
extended for an additional [NUMBER] days if circumstances warrant such an extension. If your claim is denied,
in whole or in part, you will receive all of the following:
❑ written notification of the reason(s) for the denial
❑ a reference to the Plan provision(s) which is the basis for the denial
❑ a description of what you need if you choose to file an amended claim
❑ an explanation of why that information is needed
❑ an explanation of the Plan’s claim procedure
You will then have [NUMBER] days after receiving the decision to file a written notice to request review of that
decision by [name of person who will review decisions]. Within [NUMBER] days of your written request, you will
receive, in writing, notification of [Name of person who will review decisions]’s decision.
10. Plan administration
The [COMPANY NAME] Long-Term Disability Plan is administered by [ADMINISTRATOR’S NAME].
[ADMINISTRATOR’S NAME] has authority to make rules and regulations necessary for the administration of
the Plan, to construe and interpret the Plan and to make sure that all Participants are treated uniformly and
equitably.
[ADMINISTRATOR’S NAME] is empowered to delegate responsibility for Plan administration, including the
appointment of a Claim Administrator to advise on eligibility for participation, eligibility for benefits, amount of
benefits, etc.
1992
Day-to-day responsibility for the administration of the Plan has been delegated to [ADMINISTRATOR’S
NAME], who works closely with [Name of person who oversees benefits].
11. Plan amendment and termination
a) Plan amendment
The LTD Plan may be amended at any time with the consent of [COMPANY NAME].
b) Plan termination
While it is the intent of [COMPANY NAME]to continue this Plan indefinitely, [COMPANY NAME] does
reserve the right to terminate the Plan at any time.
If the Plan is terminated, and if you are totally disabled on the effective date of the Plan termination and are
otherwise entitled to benefits under the Plan, you will continue to receive those benefits in accordance with Plan
provisions. However, benefits will stop if any of the following:
❑ you cease to be totally disabled

❑ you return to work for a period of at least six consecutive months in any capacity other than in
rehabilitative employment
❑ you return to work for any period of time and become totally disabled from a cause unrelated to
the total disability for which you were receiving benefits
1993
S HORT -T ERM D ISABILITY P LAN
1. POLICY
a) [COMPANY NAME] provides a Short-Term Disability Program available to eligible full-time regular
employees as approved by [COMPANY NAME] designed to assist those regular employees unable to
work due to extended illness or disability lasting up to [NUMBER] months.
b) All regular employees with more than one year of continuous service based on date of employment as a
regular employee are eligible for consideration of Short-Term Disability benefits.
c) This plan is to be integrated with [COMPANY NAME] Employees’ Long-Term Disability Plan, which
provides benefit payments to regular employees with at least one year of service, after [NUMBER]
months of total disability.
d) Any illness or impairment of health verified by a certified doctor’s written statement, that requires an
employee to be absent from work for [NUMEBER] or more continuous working days, qualifies the
employee for consideration of benefits under the Short-Term Disability Program.
e) Benefits are available only to an employee who is under a certified physician’s care. A doctor must certify
the starting, continuing, and ending dates of the employee’s disability on Disability Certification Form.
Payment of the employee’s Short-Term Disability benefits will be delayed or denied if we are unable to
certify the initiation or continuing status of the disability period.
f) Short-Term Disability benefits must be approved before benefits are paid. The fact that an employee
presents a doctor’s certificate indicating an illness/disability does not in and of itself establish eligibility
for Short-Term Disability benefits.
g) [COMPANY NAME] retains and reserves the right to request additional information from the employee
or the employee’s physician and/or to request the employee to obtain certification of the illness/disability
from a physician of [COMPANY NAME]’s choice at [COMPANY NAME]’s expense, prior to granting
approval of Short-Term Disability benefits under this program.
h) Benefits under this program must be requested by the employee through [Name of person who receives
requests] and approved by [Name of person who approves requests].
i) [COMPANY NAME] may place employees on a medical leave of absence without pay if doubt exists as
to the bona fide nature of the illness/disability or if additional medical information is required to
substantiate the claim. When additional medical information is requested, employees remain on medical
leave of absence without pay until the illness/disability is certified and an effective date obtained based on
1994
©
the additional information from the employee’s physician or a physician of [COMPANY NAME]’s
choice.
j) Reconfirmation of disability or long-term illness by the patient’s physician will be required by

[COMPANY NAME] every two weeks unless a physician is able to project at the outset a total period of
disability. These re-certifications may be subject to review by a physician called in at the company option
and expense.
k) Short-Term disability benefits start on the date of the doctor’s certificate or the first day of the disability
period as indicated by the effective date of the doctor’s certificate, whichever is earlier.
l) Maximum benefits under the Short-Term Disability Program are [NUMBER] working days at full pay
or a combination of full and half pay totaling [NUMBER] working days, after which time a
determination may be made regarding an employee’s eligibility for company-paid Long-Term Disability
benefits.
Short-Term Disability benefits are paid in accordance with the following schedule:
Length of Employment
as a Regular Employee Amount of Benefit
20 days at full pay followed by
1-2 years 20 days at half pay

3 years 30 days at half pay
40 days at full pay followed

4 years by 40 days at half pay




1995



13 years or more (Maximum benefit) [NUMBER] days at full pay
m) The basis for calculation of an account representative’s or other incentive compensation employee’s
benefits is either:
i) 80% of the total income of the prior 24 months divided by 52 bi-weekly periods (or, if newly eligible,
the prior 12 months divided by 26) to determine the average bi-weekly paycheck; or
ii) 100% of the true total annual earnings divided by 26 to determine the bi-weekly paycheck, whichever
is greater. These employees will be paid Short-Term Disability benefits based on the schedule in l)
above. Commission payments cease while the incentive compensation employee is paid Short-Term
Disability benefits.
n) Regular employees are eligible for the different amounts as stated above according to length of service on
their anniversary date. If an anniversary date occurs while an employee is receiving Short-Term Disability
benefits, he/she will be eligible for the greater amount of coverage, as outlined in the chart in l) above.
o) At the end of six months of continuous disability, an assessment will be made to see if the employee
qualifies for disability benefits under the [COMPANY NAME] Long-Term Disability Plan. If at that
time, the employee cannot be certified disabled by the Long-Term Disability Plan Administrator, his or
her employment may be terminated with the option for rehire when the employee’s health allows. If it
becomes clear that the employee’s return to work is imminent, after paid Short-Term Disability benefits
lapse, a leave of absence without pay may be authorized by [Name of person or persons who authorizes
leaves of absence].
p) [COMPANY NAME] bases disability payments on an incident of disability, rather than on a calendar-
year basis. A period of disability begun in one year could extend into the following year.
1996
q) When the employee returns to work following a period of extended disability or illness and has
subsequent absences related to the original disability within [NUMBER] calendar days of the return to
work, those absences will be considered part of the original disability period.
r) Pregnancy is treated the same as is any other illness under the Short-Term Disability Program.
Commencement of short-Term disability benefits for a maternity leave must be based on actual disability
of the individual, not the mere fact of pregnancy.
s) If the request for Medical Leave is determined by [Name of person who grants leave requests] to be
unwarranted, the employee will be notified of the denial of the request. If the employee is not actively at
work at this time, his/her failure to return immediately will be considered a resignation.
t) If false claims for Short-Term Disability benefits are discovered at any time, or if an employee fails to
report to work on the first regularly scheduled workday following absence under the Short-Term
Disability Program, he/she will be subject to disciplinary action up to and including termination of
employment.
u) Employees receiving benefits under the [COMPANY NAME]’s Short-Term Disability Program will be
eligible to continue participation in the [COMPANY NAME] Comprehensive Health and Life
Insurance plans and continue to accrue service for purposes of the [Name of the company retirement
plan, if applicable] in accordance with plan provisions.
v) [Only if applicable] In states where employees are required to maintain disability insurance, [COMPANY
NAME] will coordinate benefits available under this program with those available under state-mandated
programs.
w) Under no circumstances will the combined benefits from a State/Province Disability Plan or the Short-
Term Disability program exceed the salary of the employee.
x) The company may require periodic verification of an employee’s inability or ability to work (including,
for example, examination by a doctor designated by the company).
y) Company policy provides that an employee’s position may be filled while on a leave if this is necessary in
order to meet business requirements. If this occurs, upon conclusion of the medical leave, every reasonable
effort will be made to return the employee to the position formerly held or to one of similar responsibility
and salary level.
z) Exceptions to this policy will be determined by [Name of person determining benefits policies].
2. RESPONSIBILITIES
1997
a) The employee is responsible for completing his/her section of the Disability Certification Form and
for obtaining the necessary information from the attending physician or a physician of [COMPANY
NAME]’s choice, who must certify the nature, extent of illness or injury and projected duration of
the employee’s disability on the Disability Certification Form.
b) [Name of person responsible for monitoring disability-related claims] is responsible for monitoring
an employee’s eligibility for the Short-Term Disability Program.
c) [Name of person responsible for calculating benefits] is responsible for the calculation of benefits
under the Short-Term Disability program.
d) [Name of person responsible for coordinating workers’ comp benefits] is responsible for coordinating
the benefits under this program with benefits available under Workers’ Compensation or State
Disability Programs, where applicable.
e) [Name of person responsible for status-related issues] is responsible for initiating the appropriate
Personnel Status Change form for any employee who becomes eligible for the Short-Term Disability
Program and for obtaining approval of the change.
f) [Name of person responsible for approving payments] is responsible for approving payment of
benefits under this policy.
g) [Name of person responsible for overseeing disability benefits] is responsible for monitoring the
Short-Term Disability Program and for coordinating with physicians.
h) Employee is responsible for submitting copies of all check stubs and documentation of payments of
all State/Province Disability benefits to [Name of person to whom documents are to be delivered]
within [NUMBER] days of receipt of last payment.
i) [Name of person responsible for payments] is responsible for the payment of Short-Term Disability
benefits.
3. PROCEDURES
Note: Your procedures may be much simpler. If so, modify the following to reflect your circumstances.
a) Employee obtains physician’s statement (Disability Certification Form), certifying nature, extent and
duration of illness/disability and forwards it to [Person to whom the statement should be delivered].
b) [Person who reviews the documents] reviews documentation and [person who oversees leave policies,
if different from reviewer] regarding leave period. [Person who oversees pay and benefits] may request
1998
additional information or request [COMPANY NAME]’s physician to confirm illness/disability
before final approval.
c) [Person who oversees pay and benefits] initiates Status Change Form authorizing Short-Term
Disability benefits, obtains [Name of person who must sign it]’s signature on it.
d) [Person who handles payroll] adjusts casual illness absence or vacation balance, if necessary, and
disburses a check consisting of full or partial pay for the portion of the certified period of disability,
during which the employee is entitled to benefits.
e) [Only if applicable] In states where [COMPANY NAME] employees are required to maintain
disability insurance, [COMPANY NAME] will coordinate the benefits available under this plan with
those available under state-mandated programs, as well as with Workers’ Compensation.
f) [Person who handles employee issues] estimates the benefit amount employee is expected to receive
from State Disability (where applicable) during the period of an approved medical leave.
g) [Person who handles payroll] will deduct the amount of the benefit from Short-Term Disability
benefits paid during the period of the leave.
h) [Person who handles employee issues] ends Short-Term Disability benefits when employee’s
illness/disability terminates.
1999
DRUG AND ALCOHOL POLICY
TERMS
Drug and alcohol abuse contributes to billions of dollars of lost productivity and thousands of work place injuries
every year. Our policy is to employ a work force free from alcohol abuse or the use of illegal drugs. This company
takes drug and alcohol abuse as a serious matter and will not tolerate it. The company absolutely prohibits the use
of alcohol or non-prescribed drugs at the work place or while on company premises. It also discourages non-work
place drug and alcohol abuse. The use, sale or possession of alcohol or drugs while on the job or on company
property will result in disciplinary action, up to and including termination, and may have legal consequences.
Employees are expected and required to report to work on time and in appropriate mental and physical condition
for work. It is our intent and obligation to provide a drug-free, healthful and safe work environment. [Company
Name] reserves the right to demand a drug or alcohol test of any employee based upon reasonable suspicion.
Reasonable suspicion includes, but is not limited to, physical evidence of use, involvement in an accident, or a
substantial drop off in work performance. Failure to take a requested test may lead to discipline, including possible
termination.
The company also cautions against use of prescribed or over-the-counter medication which can affect your work
place performance. You may be suspended or discharged if the company concludes that you cannot perform your
job properly or safely because of using over-the-counter or prescribed medication. Please inform your supervisor
prior to working under the influence of a prescribed or over-the-counter medication which may affect your
performance.
Employees must report any conviction under a criminal drug statute for violations occurring on or off the
Company's premises while conducting company business. A report of a conviction must be made within
[NUMBER] days after the conviction. [Company Name] will make every effort to assist its employees who wish
to seek treatment or rehabilitation for drug or alcohol dependency. Conscientious efforts to seek such help will
not jeopardize any employee's job and will not be noted in any personnel record. You may also be required to
agree to random testing and a “one-strike” rule.
If you have a drug or alcohol problem, please ask for our help!
2000
EMPLOYEE AGREEMENT ON DRUG AND ALCOHOL
POLICY
I have read, understand, and agree to comply with the foregoing policies, rules, and conditions. I am aware that
violations of this guideline may subject me to disciplinary action, including termination from employment, legal
action and criminal liability. I further understand that I have responsibility to maintain a positive representation
of the company and govern myself accordingly. Furthermore, I understand that this policy can be amended at
any time.
Dated:
EMPLOYEE COMPANY
2001
[YOUR COMPANY NAME]' S D RUG T ESTING P OLICY
EXAMPLE 1
1. Employees Subject to Testing
Under [Your company name]'s drug and alcohol testing policy, current and prospective employees who work or
would work in high-risk or safety-sensitive positions will be asked to submit to drug and alcohol testing. No
prospective employee will be asked to submit to testing unless an offer of employment has been made. An offer
of [Your company name], however, is conditioned on the prospective employee testing negative for drugs and
alcohol.
2. Safeguards
[Your company name]'s policy is intended to comply with all state laws governing drug and alcohol testing and is
designed to safeguard employee privacy rights to the fullest extent of the law.
3. Selection
Not all [Your company name] employees will be asked to submit to drug and alcohol testing. Only those
employees who [list criteria such as job titles or duties that will require drug testing] are subject to drug and alcohol
testing.
4. Tested Substances
[Your company name]'s drug and alcohol testing program is limited to testing for [List what you’ll test for, e.g.,
blood alcohol, specific drugs and drug types]. Any other substances that may be tested using the same method
used to test for controlled substances will not be tested and, if found, will not be reported.
5. Written Notice
Before being asked to submit to a drug and/or alcohol test, the employee will receive written notice of the request
or requirements.
6. Licensed Laboratories
Any drug and/or alcohol testing required or requested by [Your company name] will be conducted by a
laboratory licensed by the state. The employee may obtain the name and location of the laboratory that will
analyze the employee's test sample by calling [Name of collection lab] [Number of hours] hours before the
employee is scheduled to be tested.
7. Notice of Results
2002
©
If the employee is asked to submit to a drug or alcohol test, [Your company name] will notify the employee of the
results within [Specify time limit, e,g., “24 hours” or “one week”] after it receives them from the laboratory. To
preserve the confidentiality [Your company name] strives to maintain, the employee will be notified by [Method
of notification] whether the test was negative or confirmed positive and, if confirmed positive, what the next step
is.
8. Positive Test Results
If the employee receives notice that the employee's test results were confirmed positive, the employee will be given
the opportunity to explain the positive result following the employee's receipt of the test result. In addition, the
employee may have the same sample retested at a laboratory of the employee's choice.
9. Adverse Employment Action
If there is reason to suspect that the employee is working while under the influence of an illegal drug or alcohol,
the employee will be suspended [With or without] pay until the results of a drug and alcohol test are made
available to [Your company name] by the testing laboratory. Where drug or alcohol testing is part of a routine
physical or random screening, there will be no adverse employment action taken until the test results are in.
10. Confidentiality
[Your company name] will make every effort to keep the results of drug and alcohol tests confidential. Only
persons with a need to know the results will have access to them. The employee will be asked for the employee's
consent before test results are released to anyone else. Be advised, however, that test results may be used in
arbitration, administrative hearings and court cases arising as a result of the employee's drug testing. Also, results
will be sent to federal agencies as required by federal law. If the employee is to be referred to a treatment facility
for evaluation, the employee's test results will also be made available to the employee's counselor. The results of
drug testing in the workplace will not be used against the employee in any criminal prosecution.
aa) Costs
[Your company name] will pay the cost of any drug and alcohol testing that it requires or requests employees
submit to, including retesting of confirmed positive results. Any additional tests that the employee requests will
be paid for by the employee.
bb) Drug and Alcohol Use at Work Prohibited
[Your company name] will not tolerate any use of non-prescribed drugs or alcohol during work hours. If the
employee comes to work under the influence of drugs or alcohol or use drugs or alcohol during work time, the
employee will be [Describe consequences; e.g., “sent home without pay,” “disciplined,” “terminated”].
cc) Posting
Besides being outlined here, [Your company name]'s drug policy is posted in [Name location of posting] where
the employee may review it.
2003
[YOUR COMPANY NAME]' S D RUG T ESTING P OLICY
EXAMPLE 2
[Your company name] does not test employees for drug and alcohol abuse. Because the nature of [Your company
name]'s business is neither high risk nor particularly safety sensitive, [Your company name] feels that drug and
alcohol testing would be too intrusive a procedure for the expected results. Therefore, employees will not be asked
to submit to drug and alcohol testing in the workplace setting. However, [Your company name] strictly prohibits
the use of drugs or alcohol in the workplace and will take disciplinary action against any employee found using
drugs or alcohol during working hours. In addition, if the employee arrives at work under the influence of drugs ©
or alcohol, the employee will be sent home for the day, without pay. Repeated instances of arriving at work under C
the influence of drugs or alcohol may result in [Describe consequence; e.g., “written warning,” “suspension,” o
“termination”]. p
E-Mail Policy y
r
This document sets forth the policy of [Company name] (the “Company”) with respect to e-mail. All employees i
who use the Company’s e-mail system are required to comply with this policy statement. g
h
1. Business Use t
The e-mail system is to be used solely for business purposes of the Company and not for personal purposes of the E
employees. n
v
2. Ownership i
All information and messages that are created, sent, received or stored on the Company’s e-mail system is the sole s
property of the Company. i
o
3. E-mail Review n
All e-mail is subject to the right of the Company to monitor, access, read, disclose and use such e-mail without C
prior notice to the originators and recipients of such e-mail. E-mail may be monitored and read by authorized o
personnel for the Company for any violations of law, breaches of Company policies, communications harmful r
to the Company, or for any other reason. p
4. Prohibited Content o
E-mails may not contain statements or content that are libelous, offensive, harassing, illegal, derogatory, or r
discriminatory. Foul, inappropriate or offensive messages such as racial, sexual, or religious slurs or jokes are a
prohibited. Sexually explicit messages or images, cartoons or jokes are prohibited. t
5. Security i
The e-mail system is only to be used by authorized persons, and an employee must have been issued and e-mail o
password in order to use the system. Employees shall not disclose their codes or passwords to others and may not n
use someone else’s code or password without express written authorization from the Company. .
6. No Presumption of Privacy 2
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2004
2
.
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E-mail communications should not be assumed to be private and security cannot be guaranteed. Highly
confidential or sensitive information should not be sent through e-mail.
7. Certain Prohibited Activities

Employees may not, without the Company’s express written authorization transmit trade secrets or other
confidential, private or proprietary information or materials through e-mail.
8. Message Retention and Creation
Employees should be careful in creating e-mail. Even when a message has been deleted, it may still exist in printed
version, be recreated from a back-up system, or may have been forwarded to someone else. Please note that
appropriate electronic messages may need to be saved. And, the Company may be required to produce e-mail in
litigation.
9. Viruses
Any files downloaded from e-mail received from non-Company sources must be scanned with the Company’s
virus detection software. Any viruses, tampering or system problems should be immediately reported to
(computer systems administrator)
10. Consequences of Violations
Violations of this policy or other company policies may result in discipline, suspension and even termination of
employment.
2005
EMPLOYEE E-MAIL POLICIES
1. Adoption of Policy
This policy statement was adopted by the Board of Directors of [COMPANY NAME] and must be complied
with by all employees and contractors that are provided with access to certain Internet and Intranet services of the
company, including but not limited to Internet access, Email, FTP, local area network, stand alone computer
terminals, and laptop computers.
The Company offers certain Computer and Internet Services as a tool for employees to utilize in connection with
their job-related functions. It is the philosophy of the Company that these services can be used to enhance the
productivity of our employees and further the efficient accomplishment of tasks that benefit the business and
prospects of the Company.
2. Employee Email
Company Email Addresses

All employees with a bona fide need will be issued an Email address for use only in connection with bona fide
business on behalf of the Company.
No Privacy In Company Email

The Company respects the privacy rights of its employees. At the same time, Company Email usage is given only
for Company use and in furtherance of Company activities and not for the private or personal use of the
employee. Employee’s privacy is not extended to employee’s ob related functions, which are the only functions
for which Email may be used. As such, employees should have no expectation of privacy with respect to use of
the Company provided Email address.
Employee Email Passwords

Each employee who is issued an Email account shall be issued a password with which to gain access to such
account. The password shall also be logged and retained by the CIS Director. Employees are put on notice that
the password does not secure privacy of such Email account or mean that the contents of Email files are private
or personal to employee. All passwords shall be the property of the Company. Employees are not authorized to
make any changes to such passwords without obtaining approval and issuance of a new password from the CIS
Director.
Company Management Right To Review Email Information

Employees are provided with Email addresses only for Company-related matters. The Email accounts and all
information transmitted through these accounts are the property of the Company and not of the employee and
shall be considered to be Company records. The contents of the Company Email account will be available at all
times to access by Company management. Employees should have no expectation that any information contained
in Email that they send and receive. All Email contents shall be accessible by company management. The
Company routinely backs up this information, so the employee’s Email will normally be accessible to the
2006
Company from backup files, even after it is deleted by the employee. You should also be aware that the contents
of Email transmission to or from you may be disclosed within the Company for any purpose, including but not
limited to decisions relative to employment matters. The contents of your Email and other information on the
Company systems are subject to periodic unannounced inspections. YOU SHOULD NOT ASSUME THAT
ANY EMAIL MESSAGES THAT YOU SEND OR RECEIVE ARE CONFIDENTIAL. THEY ARE NOT.
Passwords and Encryption Keys

Only passwords that are assigned to you by the CIS Director may be used. If you wish to change your password,
you must first notify the CIS Director. You are not authorized to make changes in your password. Any requested
changes are to be accomplished by the CIS Director. You are not authorized to use any encryption devices or
encryption keys unless you first notify the CIS Director. You shall also provide the CIS Director with the means
of access to such encrypted transmissions. The Company recognizes that in certain instances encryption of Email
transmissions are in the best interests of the Company and the protection of the Company’s information. As such,
employees are encouraged to be sensitive to the necessity of encryption in some instances and are encouraged to
utilize encryption subject to the necessity of receiving prior approval and providing necessary information to the
CIS Director. Employees are prohibits from using the passwords and encryption devices of other employees or of
the Company. In the event that a password or encryption device of another employee or of the Company comes
into the knowledge of the employee, the employee shall immediately notify the CIS Director. Employees are
prohibited from using the Email addresses of other employees.
Personal Email
The Email account that you are assigned is to be used only for Company business and to assist you in the
performance of your employment related activities. You are prohibited from using the Email accounts for
personal reasons. You should only give out your Email address for business purposes. You should not give out
your Email address to individuals who have no business purpose. The Company has the unrestricted right to
access and disclose as all messages transmitted to and from its Email system regardless of whether the content is
business-related or personal in nature. This means that your personal messages will be accessible by Company
management at all times and without any notice to you. You should not transmit any messages over the Company
Email that you would not want to have disclosed to a third party. Company Email should not contain personal
information about yourself or other parties, whether they are employees of this Company or not.
Occasional Unsolicited Personal Email

Occasional unsolicited personal Emails may be unavoidable and will not be a violation of this policy. However,
these occasional unsolicited Emails will be treated in the same way as business related Emails by the Company and
you will not have any expectation of privacy in them. We recommend that you respond to unsolicited personal
Emails received at your Company Email address stating that you are not permitted to receive personal Emails on
your Company Email address, that there is no expectation of privacy when this Email address is used, and referring
the sender to your own private personal Email address, if you have one, for future transmissions.
Professional Tone
2007
Employees should use the same level of care and draftsmanship in Email transmissions as they do with respect to
business letters. Emails should be professionally written with a professional tone, correct business form and style
should be used.
Prohibited Email Content
You are not permitted to transmit any Email over the Company systems that contain and illegal, defamatory,
insulting, vulgar, rude, disruptive, offensive, derogatory, harmful or immoral content. Prohibited transmissions
include, but are not limited to sexually-explicit or sexually oriented materials, cartoons or illustrations, jokes,
romantic oriented materials, anything that could be deemed to be sexually harassing, any sexual innuendos or
references, propositions of love, whether wanted or unwanted, ethnic or racially oriented references or slurs, or
any other materials that could be considered by the recipient to constitute sexual harassment or harassing or
disparaging based upon sex, sexual orientation, race, ethnicity, national origin, or religious or political beliefs or
practices.
Violation of Policies
Violations of these policies may subject to the Employee to discipline under the Company’s employment policies,
including but not limited to termination of employment.
3. Requirement of Written Approval
Each employee shall be provided with a company Email account to be used only in connection with job related
tasks. Only those employees with a bona fide need will be permitted other types of access to the Internet using
company facilities. Internet Access using the company’s facilities is only permitted for employees who first receive
written approval from [title of officer giving approvals] and the Computer Information Service Department
Supervisor (CIS). Approval shall only be given for the scope of access that is reasonably necessary to meet the
employee’s job functions. Access beyond the scope of access that is approved shall require separate approval. The
CIS shall be responsible for maintaining a register of company employees who have access to the Internet using
company facilities. The CIS shall also be responsible for maintaining a register of Email addresses and passwords
for all company employees.
4. Procedure For Obtaining Internet Access Approval
As stated above, Internet access will only be permitted to employees who first receive written approval. Access is
permitted only within the scope of the approval that is given. The employee must demonstrate a bona fide job
related need for Internet access.
The following are the procedures for obtain approval of Internet access using the Company’s facilities:
a. The employee must first be certified by the CIS Director as meeting the minimum requirements established
by the CIS Director relative to knowledge and skills of the Internet and Internet browser software.
b. The CIS shall inspect the employee’s computer system and environment and certify that minimum hardware,
software and network access requirements are met and security is present.
2008
c. The employee shall submit a request for Internet Access on the forms that can be obtained from the CIS
Director. The request form shall include a description of the bona fide reason why Internet access is necessary
to fulfill the employee’s job functions as well as the scope of access that is being requested.
d. The completed and executed request form must be submitted to the Director of CIS.
e. The Director if CIS shall review the request and consult with any necessary supervisors of the employee and
Company management where necessary. Following a review, the CIS Director shall notify the employee
whether the request is granted or denied. The CIS Director may modify the scope of access granted.
5. Restrictions On Use
a. Any access to the Internet which is approve as aforesaid, will be subject to the following policies and
conditions whether or not they are referenced in any approval for access. Internet access through the
Company systems is a privilege and not a right of any employee. Approval granted shall be deemed to
impose certain responsibilities on the employee.
b. No access shall be for personal reasons or personal browsing. Access shall only be permitted within
the parameters for which approval was granted. Access is only permitted for bona fide business
purposes and for furthering the interests of the Company.
c. Only properly licensed software and browsers that are placed on the Company computer terminal by
the CIS Department may be used to gain access to the Internet.
d. No software, executable files, databases or other “live” technology may be received through Email,
downloaded from the Internet, installed from external discs, or otherwise placed on the Company’s
computer system without the prior approval of the CIS Director. Prior to any approval, the CIS
Director shall assure that the information is appropriately licensed for use installed on Company
machines and is free from viruses.
e. The Company shall have the right to monitor and inspect the computer systems (hard drives and
external drives), history files, log files and all other aspects of the Company computers and software
for any reason at its discretion. Employees have no right of privacy as to any item or communication
using property of the Company.
f. Company property shall not be used for personal browsing, including but not limited to accessing
any sexually explicit or sexually oriented materials.
2009
g. All of the policies set forth above with respect to use of Email shall apply equally to use of general
Internet access, including but not limited to Web Based Email application, chat room participation,
Usenet and newsgroup access and all other Internet related use and access.
h. Any violation of these policies may lead to disciplinary actions, including potential termination.
i. All employment policies of the Company shall apply equally to employee use of internet and
computer technology.
Security of Information
6.1 Each employee using any Internet technology shall do so with sensitivity to the need to protect
confidential and proprietary information of the Company. You must always assume with regard to each
transmission of data, that the Internet does not provide adequate measures to protect the security and
confidentiality of items that you may transmit. You should also assume that you have no control over
dissemination of information once it is received by the intended recipient. Each employee must take all steps
necessary to protect the confidential, proprietary, and trade secret information of the Company. Employees are
NOT authorized to transmit any such information over the Internet without the advanced consent of the CIS
Director. This prohibition is applicable regardless of the use of any encryption technology.
6.2 In the event that an employee finds it necessary to transmit any confidential, proprietary, or trade secret
information over the Internet for a compelling business reason, the employee shall first inform the CIS Director
and transmit such information only under the supervision of the CIS Director. If the information cannot be ©
transmitted with adequate assurances of protection and security, other available methods of transmission should C
be used. o
p
Employee Handbook RECEIPT and “At Will” Employee Status Acknowledgement y
r
The undersigned employee hereby acknowledges that he has received and read a copy of [Company name] i
Employee Handbook. g
h
The undersigned further understands and agrees that: t
E
1. [Company name] has the right, without prior notice, to modify, amend or terminate or implement n
additional information, policies, procedures and benefit plans. v
i
2. The Employee Handbook is not an employment agreement or guarantee of employment. s
i
3. The employee is an “at will” employee, which means either the employee or [Company name] may o
terminate the employment relationship, for any reason or for no reason. n
C
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2010 p
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a
4. The employee’s status as an “at will” employee can only be changed through a written agreement duly
authorized and executed by the President of [Company name] and the employee.
5. There have been no statements, agreements, promises, representations or understandings made by any
officer, employee or agent of [Company name] inconsistent with this Acknowledgement form.
EMPLOYEE COMPANY
©
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WELCOME TO [COMPANY NAME]
On behalf of your colleagues, we welcome you to [COMPANY NAME] and wish you every success here.
At [COMPANY NAME], we believe that each employee contributes directly to the growth and success of the
company, and we hope you will take pride in being a member of our team.
This handbook was developed to describe some of the expectations of our employees and to outline the policies,
programs, and benefits available to eligible employees. Employees should become familiar with the contents of
the employee handbook as soon as possible, for it will answer many questions about employment with
[COMPANY NAME].
We believe that professional relationships are easier when all employees are aware of the culture and values of the
organization. This guide will help you to better understand our vision for the future of our business and the
challenges that are ahead.
We hope that your experience here will be challenging, enjoyable, and rewarding.
Again, welcome!
2012
[PRESIDENT NAME]
President & CEO
1. INTRODUCTION
1.1 ORGANIZATION DESCRIPTION
1.1.1 PRODUCTS AND SERVICES PROVIDED
You will find more information about our products and services by reading the [COMPANY NAME] Corporate
Brochures.
1.1.2 FACILITIES AND LOCATION(S)
Head Office:
[ADDRESS]
[CITY], [STATE] [ZIP/POSTAL CODE]
[COUNTRY]
1.1.3 THE HISTORY OF [COMPANY NAME]
[DESCRIBE THE HISTORY OF YOUR COMPANY HERE]

1.1.4 MANAGEMENT PHILOSOPHY
[COMPANY NAME] management philosophy is based on responsibility and mutual respect. People who come
to [COMPANY NAME] want to work here because we have created an environment that encourages creativity
and achievement. [COMPANY NAME] aims to become a leader in [DESCRIBE YOUR COMPANY’S FIELD
OF EXPERTISE]. The mainstay of our strategy will be to offer a level of client focus that is superior to that
offered by our competitors.
To help achieve this objective, [COMPANY NAME] seeks to attract highly motivated individuals that want to
work as a team and share in the commitment, responsibility, risk taking and discipline required to achieve our
vision. Part of attracting these special individuals will be to build a culture that promotes both uniqueness and a
bias for action. While we will be realistic in setting goals and expectations, [COMPANY NAME] will also be
aggressive in reaching its objectives. This success will in turn enable [COMPANY NAME] to give its employees
above average compensation and innovative benefits or rewards, key elements in helping us maintain our
leadership position in the worldwide marketplace.
2013
1.1.5 GOALS
• [DESCRIBE YOUR COMPANY’S GOALS HERE]
•
©
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1.2 INTRODUCTORY STATEMENT
p
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This handbook is designed to acquaint you with [COMPANY NAME] and provide you with information about i
working conditions, employee benefits, and some of the policies affecting your employment. You should read, g
understand, and comply with all provisions of the handbook. It describes many of your responsibilities as an h
employee and outlines the programs developed by [COMPANY NAME] to benefit employees. One of our t
objectives is to provide a work environment that is conducive to both personal and professional growth. E
n
v
No employee handbook can anticipate every circumstance or question about policy. As [COMPANY NAME] i
continues to grow, the need may arise and [COMPANY NAME] reserves the right to revise, supplement, or s
rescind any policies or portion of the handbook from time to time as it deems appropriate, in its sole and absolute i
discretion. Employees will be notified of such changes to the handbook as they occur. o
n
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1.3 CUSTOMER RELATIONS o
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Customers are among our organization's most valuable assets. Every employee represents [COMPANY NAME]
r
to our customers and the public. The way we do our jobs presents an image of our entire organization. Customers
a
judge all of us by how they are treated with each employee contact. Therefore, one of our first business priorities
t
is to assist any customer or potential customer. Nothing is more important than being courteous, friendly,
i
helpful, and prompt in the attention you give to customers.
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[COMPANY NAME] will provide customer relations and services training to all employees with extensive
customer contact. Customers who wish to lodge specific comments or complaints should be directed to the
[TITLE AND NAME OF THE PERSON RESPONSIBLE] for appropriate action. Our personal contact with
the public, our manners on the telephone, and the communications we send to customers are a reflection not only
of ourselves, but also of the professionalism of [COMPANY NAME]. Positive customer relations not only
enhance the public's perception or image of [COMPANY NAME], but also pay off in greater customer loyalty
and increased sales and profit.
2015
2016

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1 November Final Revised Litigation Lingo - Objection My Lord

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© 2022 ISAAC CHRISTOPHER LUBOGO

First Edition 2022

First published in Uganda by:

View this author’s profile at (https://www.lubogo.org)

To the Lord Who Breathes Life and Spirit on Me … Be My Guide Oh

“….Daniel was preferred above the presidents and princes, because an

Daniel Chapter six, verse three

Vox Populi, Vox Dei (Latin, 'the voice of the people

Great thanks to Doya, whose materials have inspired me to abridge this

AFFIDAVIT OF NO CREDITORS ................................................................................................................... 2

OBJECT: DENIAL OF CREDIT...................................................................................................................... 42

REVOCATION OF PROXY ........................................................................................................................... 167

ALL INFORMATION REQUESTED MUST BE COMPLETEDSTOCK SUBSCRIPTION

CHECKLIST FOR OUTSOURCING AGREEMENTS ......................................................................... 520

OBJECT: DEMAND FOR PAYMENT ON GUARANTEE .................................................................. 619

OBJECT: NOTICE OF C.O.D. TERMS ...................................................................................................... 667

A SAMPLE OF A BILL OF SALE WITH ENCUMBRANCES. ............................................................. 778

ORGANIZATION MEETING OF INCORPORATORS ..................................................................... 877

NATURE OF EMPLOYMENT....................................................................................................................... 977

COMMISSION SALES AGREEMENT ..................................................................................................... 1098

OBJECT: REFERENCE FOR [APPLICANT] – [SOCIAL SECURITY NUMBER] [OR OTHER

REFERENCE CHECK CONTROL FORM ............................................................................................ 1283

EXCLUSIVE RIGHT TO SELL .................................................................................................................... 1359

DESCRIPTION OF LEASED PREMISES ................................................................................................. 1474

EXHIBIT A:THE PREMISES ........................................................................................................................ 1543

LOCATION WORKSHEET ......................................................................................................................... 1660

OBJECT: COMPANY BONUS LETTER .................................................................................................. 1701

COMMISSION LIST ....................................................................................................................................... 1748

EMPLOYMENT REFERENCE LETTERS ............................................................................................... 1827

SEPARATION AND RELEASE AGREEMENT .................................................................................... 1867

ABSENCE POLICIES EXAMPLES .............................................................................................................. 1962

Witness my hand and official seal.

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Witness my hand and official seal.

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Witness my hand and official seal.

OBJECT: A POLOGY FOR ACCOUNTING ERRORS AND PAST

Dear [Contact name],

OBJECT: A POLOGY FOR NOT CREDITING PAYMENT

Address: Address: Address:

Phone: Phone: Phone:

Company Name: Company Name: Company Name:

Contact Name: Contact Name: Contact Name:

Address: Address: Address:

Phone: Phone: Phone:

Account Opened Since: Account Opened Since: Account Opened Since:

Credit Limit: Credit Limit: Credit Limit:

Current Balance: Current Balance: Current Balance:

Company Total Assets Company Total Liabilities Annual Amount of Credit

Is your company subject to any litigation? Yes  No  If so, describe:

OBJECT: C HARGE ACCOUNT LIMIT RAISE

Dear [Contact name],

OLD CREDIT LIMIT: [Amount]

NEW CREDIT LIMIT: [Amount]

October 18, 2022

OBJECT: C HRISTAMS CREDIT EXTENSION

OBJECT: C OMPANY C REDIT A CCOUNT A PPROVAL

October 18, 2022

OBJECT: C REDIT A CCOUNT D ENIAL FOR U NFAVORABLE